Totally 10
by Humatrix-X-24
Summary: Ben Tennyson is now thrown into a new alternate universe. Now he will have to become a spy at WHOOP or the World Organization Of Human Protection. And he has three new team mates. A super smart red head, an extremely strong ravenette, and a resourceful blonde. With them how can they lose. BTW I hold no rights to either Ben 10 or totally spies. All credit besides my aliens Omni and
1. Prologue

**Hello there, my name is Humatrix-X-24, I hope you all enjoy this story I have written.**

 **In this story I have taken away all of Ben's aliens and gave him a new one named Omni. If you're wondering what his powers are, in a nut shell he is all the aliens in one package. If you want his origin, don't worry I already have a story ready. I just don't have it with me at the moment.**

 **Ben also has a new style in this version, sort of similar to all the series, except for the reboot. They ruined it there, they took away wild mutt and rip jaws, I really liked those two.**

 **Think of teenage Ben with a shirt similar to omniverse, a sleeveless jacket similar to AF and UA, green jeans similar to young Ben's cargo pants, also with boots like Ben 10,000. The omnitrix has also been updated, instead of being like a wrist watch it's now just the face plate on his transformations, now located proudly on his chest.**

It has been a few months since Ben gained Omni, and so far the hybrid transformation has been proven useful. Because Omni has all of the powers of Ben's aliens wrapped up in one form he doesn't need to transform to use his other abilities. And because he has all of the transformations powers Ben has learned to combine their abilities to make them more powerful. 

An example would be using Feedback's energy absorbing powers plus Atomix's energy burst ability, by absorbing energy he can double up the atomic blast's power. And with the combined brain power of both Gray Matter and Brain Storm he can solve any problem he comes across. 

Having a one alien arsenal sure comes in handy, as Omni Ben has gained a full understanding of how Kevin felt when he first absorbed the omnitrix's power and went rouge. Other than the power he also knew how it felt to be a freak of nature, a hybrid of multiple species at once when he got stuck in that form for a week and every alien race thought he was an abomination. 

In addition Ben's update to the omnitrix has also given him a partial transformations ability which gives him the power to turn parts of his body into his alien's and grow extra body parts. He also has an ability function which obviously gives Ben the power to use his alien's abilities without transforming.

For about two weeks now, Ben was assigned by his grandfather Max Tennyson to go investigate recent attacks on nearby planets. 

As it turns out the attacks came from malfunctioning Vilgax Drones that were left there a couple years back that reactivated. 

After finishing his investigation, Ben reported the defective robots and headed home, however to the former's demise his home, friends and family were long gone before he even got back to earth. 

"Man I can't believe it's been two whole weeks, and who knew busted Vilgax drones would be so hard to deal with that last one put a crick in my neck" Ben said. 

The last drone he faced was actually functioning properly and was adaptable, it took a combination of Ben's strongest heavy hitters and Gray Matter's smarts to take him down. 

Once he approached earth his eyes widened in horror, his planet was in ruins with a familiar looking space ship near the moon. As he landed he saw his hometown in flames, the plumber headquarters destroyed in front of his grandfather's cover up plumbing store, and worse, his family and friends laying on the ground dead. 

"No, no, no, no, no what happened here" Ben said teary eyed as he saw his parents laying on the ground not breathing and bleeding. He than turned to see Gwen and Kevin both not moving or breathing, Gwen laid against a bit of rubble while Kevin at her feet both holding hands. He turned to se his revonnahgander plumber partner Rook impaled through his mid section on a large stone spike, his proto-tool next to his severed arm. 

His glance then fell on his grandfather, who was hanged on a rope by his waist with multiple bruises all over his body, his eye opened and saw Ben. 

"Ben" the old man tried to say in a raspy voice, "Grandpa" Ben yelled helping his elderly relative off the rope by turning into Omni and threw a diamond shard at the rope at the same time using Gravattack's Gravity powers to lower him down. "Grandpa what happened here who did this too everyone" Ben demanded helping Max sit down, "Ben, he, they took us by surprise (cough) (cough)" Max wheezed weakly, "they said first they'll destroy everything you love, then they said they'all destroy you next". "Who do grandpa I'll make them pay" Ben said slamming his fist on some near by rubble, "It... Was... Malgax" those were Max's final words before he... Passed.

"Grandpa? Grandpa? NOOO...", almost an hour later Ben had given his family and friends a proper burial, and mourned over the loss of his beloved family. 

"Who ever your are Malgax" Ben said clenching his fist, " no matter what you are" he looked up from the graves of his family and friends, "I will find you..." Ben said sniffling. "And make you regret setting foot on my home world", "indeed we already regret being in this pitiful rock" two familiar voices said.

Ben turned around to see a weird hybrid between Vilgax and Malware "YOU" Ben said sinisterly his teeth clenched and fist at the ready, "I swear to you two, I will make you pay for what you did, I WILL MAKE YOU PAY FOR CROSSING PATHS WITH" Ben then slammed down hard on his omnitrix's face plate "BEN TENNYSON" he said while transforming.

When the bright emerald flash of the Omnitrix dissipated, standing in Ben's place was a seven foot tall pale light green reptilian alien with a long lizard like tail and dark green hair wearing a sleeveless full body jumpsuit with multiple omnitrix symbols located throughout his body. 

He shot a completely terrifying glare towards Malgax, Clenched his fists, "OMNI" the alien yelled. 

**Name Omni**

 **Species Omnisapian**

 **Description Omni appears as a large humanoid lizard with pale light green skin. He also has dark green hair along with emerald green eyes. The uniform provided to him by the omnitrix is similar to four arms except less bulky. The torso of the outfit resembles Ben's shirt, the pants area resembles diamond head's but has a hole in the back to compensate for his long tail. On his face, shoulders, elbows, hands both palm and back, knees, feet, top only, and on the dorsal surface of his tail are numerous Omnirix symbols. The omnitrix itself located on his chest.**

 **Powers Omni is equipped with the powers of all the aliens of the Omnitrix. He can transform his features into those of the aliens and has the power to use their abilities. These capabilities that he has are what make him the most powerful being in the universe. Omni can also combine the powers of different aliens to create stronger powers along with making weapons out of alien DNA as inspired by Skuurd. He can even use the powers of a celestialsapian. Due to his unique powers Omni is far stronger compared to any other alien race.**

 **Other knowledge this unique transformation Ben has gained was the result of an accident with the omnitrix. When Azmuth called Ben op Galvan Prime to give him an update on the omnitrix a few way bads appeared. After promptly defeating them The omnitrix malfunctioned and all the DNA got erased except for one from an unknown life form. As it turned out a few of Ben's bad guys planned to finally destroy him by erasing the omnitrix. After a slight trauma Ben turned into his new alien which had all the powers of all his aliens. Though he missed all the transformations he originally had, he was glad their demise hadn't been in vain, they were used to create a new member of his arsenal. So to put it in a way, Omni is the only one of his kind.**

"So you have a new transformation, no matter Tennyson, we've seen all your Tricks over the years" the abomination said, "how should this one be any different?" He asked.

"This one is different because he is the only transformation I have left and the strongest" Omni stated his arms glowing green. "He's a combination of every one of my aliens having all their powers" as the glow on Ben's arms lessened his arms were revealed to be that of Armadrillo and Diamond Head. "The form which I will use to finally destroy you" Ben said as he charged towards Malgax.

As Ben ran towards Malgax, the mutant monster went for a back hand at Ben, but using Ghost Freak and Big Chill's powers Omni went intangible and passed by the incoming fist. 

He then turned back to solid and gave a Talpaedan punch to Malgax knocking him back then shot diamond shards at him pinning him down. 

Ben then used Humongosaur's powers to grow seventy feet tall "This is for my parents" Ben said slamming his oversized fist on the monster. "These are for Gwen and Kevin" Omni's arms then turned into Diamond head's and Heat Blast's, he then slammed each fist on Malgax one at a time. "This is for Rook" Ben said as he turned his leg into Kicken Hawk's slammed it down hard on Malgax, grabbed him with it and tossed him in the air. 

Omni then grew Astrodactyl's wings and jet pack and flew right above them gradually rising Malware Vilgax hybrid still seventy feet tall, "and this one is for grandpa Max". Ben turned his arms into Alien X's and slammed him down so hard he created a small crater in the earth.

"Must resort to back up plan" Malgax said as he reached for a small hand held laser. "And just to make sure you both stay down." Ben said as he grew Feedback's antennae. he stuck both into Malgax and sucked all the energy out of the hybrid.

"How is this possible? We destroyed everything you hold dear, why are you still fighting? You have nothing left to live for" Malgax asked. 

Ben grit his teeth and transformed his face into NRG's, his right arm into chromastone's, and his left arm into Atomix's, "That's why, you took away the only things I loved, now you both are going to pay with your lives". 

Ben charged up all of his energized limbs, pointed all three at the monster, "Tennyson you may be able to avenge your comrades with our death, but not before we cast you into oblivion" Malgax said as he pointed the hand held laser at Ben.

"Goodbye forever Ben Tennyson" Malgax then shot the laser at Ben but he dodged it and blasted the monster with his energy beams there by disintegrating him until there was literally nothing left. 

'It's finally over' Ben thought, 'two of my most greatest enemies are finally gone' he walked away from the crater towards the direction of the laser. "Now what?" Ben asked himself, just then a portal opened up and started pulling him in, "perfect I just had to ask?" he yelled. He tried to get away but the vortex was to strong and sucked him in, as of right now, Ben was being pulled out from his world and is being sent to another one.

He saw himself falling a thousand feet in the air, he used astrodactyl's wings to fly down safely, "looks like I'm in another world, no use going back now that my home's destroyed" he said with pain in his voice. However he knew that his family wouldn't want him to mope about it and would want him to live a new.


	2. Movie Pt 1

After Ben had landed he saw what he suspects is Los Angles California. "L.A. Huh? Well might as well find a new home in this new world" he said.

However, before he did walk around he saw a red blip which electrified him. He saw that it was the Nemetrix. The Omnitrix then flashed and he turned into a new creature.

Ben looked at himself, baffled by his new transformation. "Huh I'm a predator and I'm not insane. Nice a new transformation and double the arsenal" he said. "I'll call this guy Predator" he said.

In the transformation Ben's clothes were replaced with a jumpsuit similar to Omni's except the legs were replaced with shorts and was Ruby red. The new creature was similar to said hybrid alien as well except it had red skin and dark red hair. It's eyes were ruby red and it had sharp fangs. It's hair ran down its back taking the shape of dorsal fins. In addition multiple Nemetrix symbols appeared around the new alien's body and the Omnitrix's symbol was replaced by the Nemetrix's. Ben's hands then turned into four fingered claws and his legs looked similar to a dinosaurs'. When the transformation was complete the new alien roared and got down on all fours.

He walked around his surroundings now in human form. Little to say the L.A. In this world was quite eccentric. "Not alien like on my earth but it's got a few bizarre things" he commented when he saw a person talking to her dogs on a phones.

He walked into a Gym thinking a good work out would be good after his battle. "Hi there a just looking to relax a little had a rough day" he greeted. A dark skinned black haired girl then walked in. "Hi I'm new in town, I was wondering if your Gym offered Pilates classes?" She asked

"Relax!? Pilaties!? Buddy this gym offer the latests in cutting edge training regimen" the Gym proprietor said. "We got submersible hydrocycling" he said gesturing to a man on a cycling machine under water. Then trying to peddle faster in order to avoid being bit by a piranha. 

"Zero grav power lifting" he added gesturing to a man trying to lift a barbel in a wind tunnel. 

"Uh never mind" they said walking out. "This town is tough" Ben said, "tell me about it they really take their work out seriously around here". The girl said. Ben then extended his hand to shake, "uh Ben" he said. "Alex" she said, "see you around" Ben said as he ran off.

Ben then went into a library he wanted to remind himself of Gwen as he went in. Looking aroud he saw that there were no books. 

A red headed girl then entered as well, she was just as confused as he was. "Uh" she spoke up, "your just as confused as me why there are no books right?" Ben asked her. She looked at him and nodded. "Yup" she said.

"Name's Ben" he said, "mine is Samantha, but call me Sam" she said. They then shook hands.

An employee of the store then came up to them. Sam then came up and asked, "pardon me, where do you keep your books?" She asked. "Yeah I don't see any here?" Ben added.

"Oh we don't carry books anymore they scare the customers away" he said. "You know print is so last century" he added. Ben rose an eyebrow at that, "but we do have these twenty four carrot book marks" he said gesturing to said book marks.

"Pure silk runway ready book bags and our five star gourmet reading cafe". Ben was starting to miss his old world, "and for you sir how about a..." before The employee could finish Ben and the girl ran out.

"Might as well run to someplace else" he said speeding off. He stopped outside of a shoe store. "And why did I stop out here again" he asked himself.

He then saw a blonde girl shouting "oh I Just love Beverly Hills". "That makes one of us" Ben said in response, "oh how could you not like this totally chic place?" She asked. 

"Easy to much accessories" Ben replied, "hmm, Names Clover" the blonde said. "Uh Ben" they then walked to a nearby sushi restaurant.

Else where.

On the side of a building, two window washers were observing Alex Sam and Clover. "Assets will reach target in t-minus 10 seconds" a computer voice said. "Cluck cluck the chickens have left the roost I repeat the chickens have left the roost" one of the washed said as he used the window as a screen and his washing tool as a stylist. 

"Time to put operation sushi roll into effect" the man from earlier said. "Are you sure about this sir" the other one asked. "As sure as tea time is 4pm." He replied.

Back to scene.

Ben and Clover walked down and said alien teen spotted the two girls from before. "Hey Sam hey Alex" he greeted, "hey Ben" they both said. "Oh you know him too?" Clover asked.

At the moment the two men washing the windows saw them talking to Ben. "Huh stop, who is that" one of them said. "Not sure but scans are picking up something unique about him. Quick add him for our roster" The British voices one said.

Back to Ben and the girls, they were conversing when the two decorative chopsticks above the restaurant fell next to them. "Whoa what happened?" Ben asked before the sushi roll on top fell as well.

"Oh no my bags" Clover screamed as she threw them in the air. Ben decided to be nice and speed up and catch her bags before the Sushi roll hit the ground. It then rolled off, "we are so lucky that we didn't just get pummeled" Sam said.

Ben "I hear yah, also Clover I caught your bags" he said giving the blonde her bags. "Hey thanks, even the Sushi has attitude in Beverly Hills" she said.

"Well maybe it's trying to find its way back to the ocean" Alex said. "Alex that was salmon if any case it wants to go to fresh water" Ben joked. "Well apparently it's this way" Sam said as the Sushi rolled back towards them.

"WAAAAAHHHH!!???!???" They all screamed. "Run for it!", the decoration then knocked all four of them on top of itself. "Whoa jeeze" Ben said as they clamored together to get better footing. "Not the strangest thing I've done but it's on the list" he said.

Alex then looked down, "uh oh we're not the only ones in trouble, look at that poor little piggy" she exclaimed seeing the swine run away. "Come on. We better stop this thing or it'll turn all five of us bacon" Sam said.

Ben couldn't agree with her more. He then brought out Snare-Oh's bandages. "Okay we're gonna need a long piece of rope" he heard Sam say. He immediately tried to display his tendrils. "Here my belt" Clover said, he then intook his bandages and brought out Wildvine's tendrils. "And how about some vines?" Ben asked.

"Good now we just have to figure out how to hook one end on to the roll, and the other onto the mat arch way" Sam continued. "Well I can handle the arch way no probs" Alex said, "Same here" Ben added.

As they got closer Alex leapt on to the arch way while Ben turned his legs into Crash Hopper's and leapt with Alex. After landing Ben shot his tendrils into the roll while Alex tied her end of the belt on the arch way.

They both gave a thumbs up, but Ben circled around the structure a bit more so his vines had a firm grip on it. "Okay it's on tight" he called out.

"Time to bail" Sam said as she hooked the belt buckle into the sushi roll then jumped off. Alex then spotted the pig and went to rescue it. Mean while Ben had detached his vines from his fingers and held them tight.

As the sushi started to spin around the Arch, Ben grunted trying to hold his vines in place. After getting closer to the center the sushi disintegrated on contact.

Ben then sighed in relief, "whew glad that's over" he said walking up to the girls. "I guess after that bizarro experience we should probably introduce ourselves" Sam said. "I'm Sam".

"Hi I'm Alex you rocked back there" Alex said. "Thanks I'm Clover, and aside from the major Drama we just went through it's a total pleasure to meet you both" clover said.

Ben in the mean time was cleaning up the sushi. Using Upchuck's powers, he was stuck in space for two weeks with awful food his grandfather made him to eat. What'd you expect?

"Well I really should say three" clover added pointing to Ben who had finished the last bit of Sushi. "Sorry Ben" Sam apologized, Ben then faced them and swallowed.

"It's fine" he said. "You know we can go and have a ginger avocado milkshake to forget about our emotions" Sam said. "Okay" Alex said while Clover said "Sounds good". "I'll take anything at this point I hadn't eaten much recently" Ben said.

The four were then walking into a shopping center when Clover went back to get her belt. Which was entwined with Ben's vines. "Oops almost forgot" she said. "Accessories like these don't grow on trees" she said.

"Good rhyme" Ben said, "also why were you carrying these vines?" Clover asked. Ben then asked them to speak quietly, after they were in a discreet area Ben told his story to them.

They were skeptical at first that was until Ben proved himself by turning into Omni and used various alien powers. Little to say they were very surprised. "Surprised huh?" He said. they all nodded, "whatever you do" he started to say.

He then dropped to his knees and started to beg. "Please don't tell anybody about my powers" he said. "If anybody finds out they'll turn me into a weapon, or try to mob me for autographs" he added.

The three looked at each other and back at him. "Okay" Sam and Alex said. "We promise not to tell anyone" Sam said. "Don't worry we'll keep your secret" Alex added. "However I want you to do something for us" Clover said.

"What exactly?" Ben asked thinking this was going to end badly. "Considering how cute you look maybe... we could go on some dates sometime" she said with a blush. "Oh um well, I guess that would be alright" he said blushing.

Sam and Alex then blushed as well. "Well I guess I should try to find a place on this world" Ben said. He then walked off sending his friends a wave and a warm smile. 

Just then his phone rang, "hello?" He asked. "Excuse me, but you have won a contest for a chance to enroll in Beverly hill high" the voice on the phone said.

'Huh a high school? Wait did I revert to my sixteen year old body? Oh well I've been given a chance and I'm gonna take it'. "Thank you so when do I enroll?" He asked.

A few days later Ben was walking to his new high school. He had to say that it was very classy. He then spotted a girl with black hair with velvet highlights. She was demanding any boy who saw her to do some sort of work for her. 

Though Ben admitted that she looked attractive it was going to take a lot more than that to win him over. "Not being controlled by popularity" he said to himself as he used Chamalian's powers to turn invisible to stay out of sight.

The teen shapeshifter jumped on top of a nearby tree and waited for the rest of the students to enter the class. All of a sudden the intercom went off. "All new students need to report to the principal's office like ASAP" it said.

"Guess that's my cue" Ben said as he used Ghost Freak's powers to phase through students and get to the office faster. "And I thought I get creeped out by Ghost Freak" he commented as he kept flying down the hall then went back to normal.

He was about to enter when he met up with three surprises. "Ouch hey... YIPE!? Okay who's hand is that on my behind!?" He said. "Wait Ben is that you?" A girl asked, "huh Sam, Clover, Alex? Your going here to?" The stern hero asked.

"Yeah I just transferred" Alex said before they all fell. "Hey so did I" Clover added, "same here" Sam said. "Just got here by mere coincidence, also SERIOUSLY WHO'S HAND IS TOUCHING MY BUTT!?" Ben said.

"Oops sorry" Clover apologized getting off him. The rest fallowed but Ben got the chills from looking at the principal. "Yeesh, she could make Vilgax shiver' he thought. 

Sam gave a long introduction that made Ben's head spin, but also impressed him. With her impressive curricular how could the principal not like her. However that thought was short lived when the hag in question mentioned something about her not liking grade grubbers.

Little while later they exited the office. Ben was very ticked at how the principal or miss Scritch was treating his friend. He took a look around the cafeteria of his new school. Like the rest of L.A. It was very eccentric.

He turned his head to avoid looking up the Cheerleaders' skirts by accident. "Is it just me or is Miss Scritch a real Witch?" Sam asked. "Tell me about it, I bet she can Make Vilgax cry, oh he was one of my former bad guys" Ben explained.

"Let's just say she's as friendly as a jail guard" Clover commented. They all laugh from the comment. "Boy I hope some of the other VHP's here are nicer than she is" Alex said.

At that moment the girl from earlier was back and stepped in front of the group. "Hola newbies" she greeted, "I am Mandy, in crowd ambassatries of Bev high" she added on.

Her groupies behind her giggled. Ben cringed, 'I got a bad feeling about her' he thought. "I insist you let me buy you a first rate double soy mocha chai at the in school late bar, and as for you handsome" Mandy said looking at Ben. "Maybe something else to work on those tone muscles" she added.

The super hero really started to cringe now. "Sure thing""Hey thanks""great" Alex Sam and Clover said. "I really have a bad feeling" Ben whispered to Clover.

"Are you kidding, I can't believe we've already been here for ten minutes and we're already in the in crowd" Clover said. Ben groaned at what she said, despite what he said to her.

All of a sudden the machine Mandy was using started to rattle. Ben caught sight and put himself in front of the girls. H turned into Omni then changed his arms into Diamond Head's to shield them from a mocha chai blast.

However the force knocked them all back and they hit a tree. Ben turned back, luckily no one saw his transformations. "Well this isn't the worst thing that has happened" he commented as they came off the tree. "In fact compared to my original life that was actually a normal person's day" he said.

Everyone then started laughing at him, "okay shows over people enough laughing or else" Ben said as he punched the ground which made it shake violently.

"Welcome to Bev High losers, I'll still set my eye on you handsome don't worry" Mandy said before walking away. "Okay gonna throw up" Ben said making gagging noises. "Okay it's official" Sam said

"I'm completely humiliated" she added, "luckily we still have each other" Alex said flipping into her knees. "You guys are like my total NFBFs" she said. The others looked at her confused, Ben at the same time was trying to separate his hand from his hip.

"NFBFs?" Sam asked quizzically, "new found best friends" Alex explained. "Awe I feel the same way" Clover said, Ben spoke up, "Kevin'll probably make fun of me if he heard this but I kinda feel the same" he said.

"So do I" Sam said as Ben helped her up. "Which is why I vote we stick together" she added. They hugged Ben shrugged it off and decided to throw his arms around their shoulders. 

"Ah who cares if this looks girly I'll hug to that" he said. But soon realized his mistake as they tried to separate but got stuck from that drink that splashed them. "Oh man I forgot" he said as they finally got pulled off.

They all laughed, "I guess that double soy chai really thrashed our threads" Sam said. "Ew now I know how it feels to be a chilly fry" Ben said as he licked his arm. "Hmm does taste good though" he said.

"No worries I am totally prepped for such an unfortunate sitch" Clover said as she lead them to her lockers. She opened it to reveal multiple different outfits.

"I have at least ten different outfits stashed in my locker" she said proudly. "Ten outfits?" Sam repeated, "now that's what I call resourceful". "My lucky number" Ben said as he picked an outfit choice. 

"Yeah Clover your like a one woman wardrobe department" Alex said. "But before we change shouldn't we do something about Mandy?" She asked. "Oh we'll deal with her later" clover stated coming out in a new outfit.

"When she like least expects it", "I would rather retaliate immediately but they do say revenge is a dish best served cold" Ben said now in a white jacket with black lines. With green bell bottoms that had brown trims and a black shirt with green highlights.

"Wait I'm not wearing girls clothes am I" Ben said embarrassed. "No I also had these in store in case I had a date who needed an outfit change" the blonde explained.

"Whew" the hero sighed. When all of them were done the ground started to shake. "I don't like this" Ben said, when all of a sudden they opened and one was sucking them in like a vacuum.

"Whoa no" Ben exclaimed as he grew a blade like claw on his hand similar to wolverine and bored it into the ground. "Come on Rath don't fail me now" he said as he anchored himself more. "Quick make a human chain" Alex said as they grabbed hands and Ben shot a web shot at Alex's hand who was at the beginning of the chain.

"Hey what do you know my plan actually worked" she said. However a nearby fountain sprayed them and the vacuum succeeded in pulling them in. At the moment they were all sliding down slides and then landed in an office. Green slime fell on them but Ben was nowhere in sight.

"Hey where's Ben" Sam asked, "right here sorry" a garbled but recognizable voice called out. Sam looked at the slime on her and quickly realized. "Ben... is that you on us!?" She said, then said alien peeled off and started to reconstitute.

"Yeah Sorry immediate reaction for me" he said. They looked around the office they were in that was very high tech.

"Whoa what is this place?" Clover asked. Alex then spoke up, "I don't know but is anyone catching a weird alien vibe?" Asked. "I'm technically an alien and I know how that vibe feels so no I'm not" Ben said.

"I doubt it has anything to do with E.T.s Alex" Sam said. The red head then walked over to the desk, "but whatever the vibe is it's definitely spooky" she added. 

Clover then gasped, "wait a sec, I bet we are on one of those reality TV prank shows, we are in L.A. after all" she said. "Oh I hope not" Ben said hoping the cameras didn't see him transform.

The blonde checked herself out of a mirror. "I'm so not camera ready" she said. "You look camera ready to me" Ben said. On the other side of the mirror two figures were watching.

"I'm not sure that these girls have what it takes to be spies Jerry" one said. "I agree that they're a bit rough around the edges but I assure you they are WOOHP worthy and our tests confirm that they all have the spy gene".

"The only jeans these girls have are designer genes" the other said. "Nonetheless their typical school girl profiles is the perfect cover".

"as for the young man he apparently comes from another universe" Jerry said.

"The device on his chest allows him to transform into various alien life forms, according to our scans at least" he added. 

Alex the checked out a few pictures on the wall and Ben joined her. "The sweat sensor lie detector?" She said. "The human memory eraser?" Ben added. "The Glo.S.S Global satellite surveillance system" both said at the same time.

"I don't know girls I get the feeling this place is no joke" Alex said. "I'm getting the same feeling" Ben added. "Whoa check this out" they heard Sam say as they rushed over.

"A bunch of office supplies well looks can be deceiving" Ben said. As he picked up what looked like a lead pencil. He clicked it and it turned into along whip, "whoa mama!" He said.

Sam picked up a pen which turned into a satellite dish. Then Alex picked up a stapler which turned shot a laser when she fiddled with it. Everyone was in a panic until Ben absorbed it inusong Chromastone's powers.

"Alex please be careful" he's said. All of a sudden the doors behind them opened up to reveal two black figures. "AAAAAHHHHHH!!!?" The girls screamed while Ben got into a fighting stance.

"I TOLD YOU WE WERE ABDUCTED BY ALIENS" Alex exclaimed. The lights toned down to reveal a balding British man and a younger man both in suits. The British man pressed button on the remote. "Actually the aliens are down in the freezer" he said as two areas opened up to reveal two aliens on containment pods.

"Yeesh" Ben groaned at the sight while the girls screamed. Clearing his throat the man spoke up again. "We're agents" he said while the other younger one greeted them. "Hi girls and sir" he said which Clover went Gaga over.

"Oh ooh la la" she said. "I have a feeling this is going to be a thing with her" Ben said while Sam and Alex sweat dropped in agreement. "Oh I wish I'd remember head shot".

"We're not talent agents, we're secret agents" the younger one spoke again. "I'm jerry and this is Tad" The older one said. "Welcome to WOOHP".

The girls and Ben looked at each other then started laughing. Ben kept a straight yet confused face. "I don't care who you are" Sam said, "I demand to know why we've been brought here" she added.

"And I demand to know what a woohp is" Alex said. The two agent smirked at each other then Jerry turned on his monitor. "Woohp stands for World Organization Of Human Protection" he said.

"A top secret institute aimed at fighting global crime" Jerry continued. "Your here because you have been chosen to join out elite group of covert international spies".

"Yah right just because we live in Beverly Hills now doesn't mean we're stupid" Clover said. "Very true Clover, after monitoring you, Sam and Alex for years I've determined that you have an aptitude for espionage" Jerry said displaying videos of Sam quickly solving a rubics cube, Clover secretly snatching a book from her mom, and Alex doing some impressive moves on the monkey bars.

Ben whistled at what he saw, "you three are indeed something" he said. "As for you young man you seem to allude us, after scanning the surface of your body we have found out that it has traces of a sub spacial transport energy signature that theoretically can be found if one travels through worlds" Jerry said.

"Impressive, yes I indeed come from another world another version of the earth" Ben said. "Mine happens to have aliens walking side by side with humans like they're neighbors" he continued.

"Hmmm so there are species of extraterrestrial life that don't want to invade and take over" Jerry said. "But that's only in my world, here there might be some but I'm not sure" Ben added.

"And so not only have I arranged for all of you to be transferred to Bev High, but I also arranged for that sushi test you took earlier" the brit added.

"Doing which you displayed a tremendous amount of potential". "Though I am upset about this I can't help but say I do my best at what I do" Ben said.

"OOOHH YOU MONITOR US, hello creepy much" Clover said. "Okay that's it I'm calling the cops" she said as she brought out her phone. However Jerry's face was on her screen.

"If you four don't want to be spies you don't have to" he said. "Oh that's good, because we so don't" Alex said. "As much as I like reliving my glory days as a hero, I'm not willing to be torn apart by fans again" Ben said.

"Moving to a new city is stressy enough" Clover said. "City? Try universe" Ben said, "they all had awkward faces remembering he's from another world. "And besides a whole other cuticular of spy work does not fit into my schedual" the blonde continued.

Ben then used Big chill's moth wings and his intangibility. "And speaking of schedules we really need to be getting back to school" Sam said. "Yeah I got a feeling the teacher will be surprised to see a moth man ghost creeping up from behind him" Ben said chuckling in his ethereal form.

"I understand, hmm but before I let you go I have something for you" Jerry said before Tad gave clover a wallet. "It's a woohp wallet phone, in case you have a change of heart you can use it to contact Jerry" he said.

"I'll take it under consideration" Ben said to himself. "One more thing, under no condition are you to mention what you have seen or heard from here to anyone". He stated, "or what, you'll have us eliminated?" Clover asked laughing.

"Don't make the situation dire" Ben said. "Oh of course not, we stopped doing that in the nineties" Jerry laughed. "Well have you one way teleported to Siberia" he said which made all but Ben jump.

"You can't contain me even if you tried" Ben mused. "Ta ta" Jerry said as they all got sucked down a hole in the floor. They appeared back at school in multiple areas. 

Clover and Alex fell out of vending machines, Sam was stuck in a trash can and Ben was thrown out of the floor but used Gravattack's gravity powers to land safely. 

"Hello losers" Ben heard Mandy say, he initially but discretely coughed up one of ball weevil's gooey balls and rolled it towards Mandy. Once at a safe range it detonated and sent anyone within range flying.

He helped the girls up then used XLR8's speed to clean the trash up. "Done and do... oh no principal alert" Ben said as he used Goop's shaping power and Chamalian's camouflage to hid himself and the girls.

She looked around, and then walked down the hall. "Officially the worst day ever" Clover said. "Believe me it can be worse, you could've lost your family" Ben said as he walked to class.

'Like how I lost mine'.


	3. Movie pt 2

Ben is currently looking around Beverly Hills. "Become an international spy to fight evil" he said to himself. "Well, if I am going to be a spy, I guess I'll be undercover, and no one would know who I am" he said.

At that moment he got a call from Clover, "uh hello?" He said. "Sam, Ben its Clover, your never gonna guess what happened" she said. "Well whatever it is it can't be worse then getting attacked by a computer virus" she shot back.

"Oh yeah try a round of WOOHP tumble weed wrestling" Alex said. "Pull on the tendril closest to the center the rest will all stand straight" Ben said over the phone. "Hey it worked, wait how did you know to do that?" Alex asked. "I've been the desert before, like a tumble weed never got me either" he answered.

"What happened to you?" All three asked him. "Well nothing actually, WOOHP hasn't got me ye..." his sentence was cut off when he noticed a lot of girls staring at him. With stars in their eyes, "uh hi can I help you?" He asked nervously. Then he spotted his face on the front of a magazine with a big W on it.

"Hi there handsome, mind if we get a picture?""or an autograph?""how about a date?" He girls then chased him. He managed to outrun them only to bump into Alex. "Ouch hey Ben" she said dizzily. "Now they done it they turned me into a celebrity again" Ben cried. "I don't want to be torn apart by super fans!!", "okay that's it! It's time to call that jerk Jerry a call and give him a piece of our minds" Clover said.

Said baldy's voice was on the phone, "Hello Clover, so lovely to hear from you" he said. "Hey mister" Alex yelled, "save it for some one who's buying". Sam then spoke up, "yeah we know what you and your sneaky organization are up to, your making our lives miserable so we'll be spies for you" she said.

"And get my face off your magazine!" Ben said. "Well I have no idea what your talking about, and Ben that wasn't us, apparently the world finds you to. Be one of the top most handsomest men" Jerry said.

Ben then down casted, "well then do something about it, I don't want to be a celebrity again" he said. Jerry ignored his request, "Any way its against WOOHP policy to interfere with civilians' lives" he said. 

"Regardless, I'd be happy to help you out of your current situations provided you help me as well" he added. "I can't believe it, we're being blackmailed by a bald geaser" Clover complained. "That's balding" Jerry corrected, "I wouldn't be surprised, the oldest are the most cunning" Ben said.

"And trust me, you won't regret your decision" Jerry said. After a little while both Alex and Ben were sucked into a vacuum of a WOOHP jet. After they entered Jerry spoke up, "right now it's time for your official WOOHP training".

"This is so bogus" Clover complained again, "you just busted my eardrum" Ben said. "Exactly what kind of training are we talking about?" Sam asked. "For the next 48 hours you will be instructed in extreme martial arts" Jerry said as he did a king fu kick.

"High tech weapon and equipment use" he added riding a random jet pack. "And super secret surveillance techniques", the British baldy was inside a box.

"In short, it'll challenging, grooling and extremely demanding". Ben then smiled, "that's just how I like it" he said. "So what's the upside?" Alex asked, "well we do get to see Tad in a flight suit" Clover squealed.

"Speaking of suits" Jerry said as he pressed a button on a remote that changes the girl's and Ben's attire. "Aaahh!?""Jerry!""I wonder if these'll go to my transformations?". Their clothes were replaced with white tank tops and black combat pants.

"I have to admit this is cool" Ben said, "how could you..." Clover was saying before getting a good look at Ben. Then fainting backwards with hearts in her eyes. "Whoa Clover are you okay?" Alex asked concerned.

"Yeah what happe..." Sam said as they both got a look at Ben. They just blushed and turned away. "Now here are your spy uniforms" Jerry said. "Now let's begin shall we" they all then sky dived out of the plane.

Sam, Alex, Clover and Jerry had parachutes, Ben used Stink Fly's wings. 

The spy training was going on, the four were scaling down a skyscraper, the girls were equipped ropes and Ben with Snare-Oh's tendrils. Alex accidentally fell into a room through a window.

"Alex!?" Sam said concerned, "I'm okay" she said popping her head out. "Don't worry Alex" Ben called out almost to the target window. "Happened to me when I was spider monkey, you should've seen it I accidentally fell into a jacuzzi... hey what's pecking my bandages?" He asked when he started falling. As it turned out a pigeon had pecked at them and snapped them.

In reaction the shapeshifter braided his tendrils and grabbed the top of the building. "Whew I found out why people like to braid things, makes it stronger" he said.

Another one, they were in a van. It was an entire surveillance headquarters. Clover spotted something, Ben used Upgrade's powers to merge his head with the periscope. He saw Jerry in a burglar outfit then Clover rushing outside to a clothing store.

The alien teen in merged and face palmed. "Really?" He said as Alex and Sam did the same thing he did. Next was Paris France on a yacht. They were in sailor based outfits, Clover had found what they were looking for. It was a bomb, "AAAAHHH!!" She screamed.

Ben grabbed it from her and kicked it to a safe distance with Kicken Hawk's leg. Which unfortunately was Jerry's boat from which he was surveying from. "Zutah lor" he said as it exploded part of his boat.

"Oops, sorry Jerry" Ben called out, embarrassed sheepishly rubbing his head. The girls patted his back in sympathy.

Final training test, they were on an island. There were WOOHP employees loading three bikes onto the docks. Jerry lead the four to a temple that was there.

"Wow this is amazing" Sam said, "reminds me off a Mayan temple I traveled to in Mexico" Ben said. "In my world of course, had to get a powerful weapon to keep it safe from evil hands. Got thrown around by the Mayan god of death Ach Pu" he said. "Four arms was thrown around like a rag doll" he added.

He girls winced at his statement, "time to focus ladies, and Ben" Jerry said gladly. "I'm going to show you a fool proof WOOHP cater called blender of death, observe the five lethal slices" he added ripping off his office suits leaving his tank top and tie.

"CHOP, CRUSH, SLICE" he yelled slicing up multiple fruits. "PURRE, LIQUIFY. Okay now show me blender of death". The girls and Ben got into a fighting stance, "oh yeah" the teen shapeshifter said turning his arms into a combination of XLR8's and Rath's.

"This is kinda fun" Sam said excitedly, "bring on the baddies Jerr" Alex added. "And the tropical fruit" Clover said as she changed into a random Kimono and sliced up tropical fruits.

The four sweat dropped, Jerry then pressed a button on a remote and a giant four armed robot appeared. It threw a punch at them but they jumped out of the way, with Crash hopper's legs Ben leaped up and gave a kangaroo kick to it. Then joined the girls in slicing it up.

"CHOP CRUSH SLICE" they said as they eviscerated the robotic limb. "Oh yeah" they all said before the robot got back up like nothing. "Oh you've got to be kidding me!" Ben said as he turned into Omni and grew huge. Humungosaur size.

"Let's see how you take this POLARIS PILE DRIVER!!" Ben said throwing the robot into a pile driver. "Should've done that in the first place" Sam said. The robot got back up and smacked Ben back.

They charged again after Ben shrank back and joined them. They managed to slice the robot's legs off and it fell down. Jerry then whistled and the things head popped out with four long tentacle legs.

"Anyone know the catap for run?" Alex said as they ran.

It started chasing them all, the girls jumped off, their uniforms changed into yellow jumpsuits. Ben got a similar suit only emerald green and he flew upwards with Astrodactyl's wings and jet pack.

"Whoa boy, girls where are you I think Jerry's taking it a little too far" Ben said as he saw them riding away on motorcycles. "Or maybe not", he said flying down to them as the robot shot lasers from its eye.

"So what's the plan?" Ben asked, "since we can't out fight, our fight or out run it, we're gonna out smart it" Sam said. "Good plan, who needs AI when you have natural gifted intelligence" Ben said as they sped into the jungle.

As the mechanical menace got closer, Ben and Sam moved in front of it. "Hey Grease breath" Ben taunted, "over here" Sam added as they ran off. Alex sped k. Front of it with vines attached to her bike and made the robot stumble a bit.

Clover ran up a rock ramp and jumped off when the bike took off leaving it to hit the robot. "Take this" Omni said as he threw an Atomix energy ball towards it. A large explosion later the thing was defeated.

"All right" Alex said as the all high fived, "how was that for successery Jerr?" Clover asked. "Most impressive, maybe you can be spies after all" Jerry said. "I used to be a super hero, being a spy I would be an easy task" Ben said.

They later got on the giant WOOHP submarine that was there and Jerry discussed the mission. "Being a spy is so cool" Alex said ecstatic, "I always wanted to take a sea cruise".

"Yeah me too" Sam said, "not me, I took a trip to the Bermuda Triangle once and ended up destroying an underwater hotel" Ben said.

"You have a weird life" Sam said, "yeah well we are all spies" Ben retorted. "Glad to see your training went well, it's a pleasure to be working with you" Tad said. "Oh the pleasure is all mine" Clover said going Gaga over him again.

Jerry then cleared his throat, "are there any rules about in office romance Jerr?" Clover asked sarcastically. Jerry then activated the screen, "now onto the mission, there have been numerous disappearances in the greater Los Angles area" he started.

"One of them being Rock star Rob Heart throb" Clover then squealed in joy. "ROB HEART THROB? He is like my special celeb soul mate" she said. Clover then started crying and wiped her tears into Jerry's tie and Ben's sleeve.

"As much as I would gladly be a shoulder to cry on, you ruined my uniform" he said ringing out his sleeve. "Well you can stop the sobbing because you'll be investigating a celebrity of a different sort" Jerry said as he put up the photo of a man with major hair issues.

"Peppy Wolfman" this time Alex lit up, "like I said before, a peppy pet is a happy pet" the image said. "oh Ive heard of this guy before" she said. 

"He's a pet motivational speaker, he cheers up the pets of the rich and famous" she continued. She grew downcast when she heard what Jerry said. "Or at least he was until he completely vanished from his Beverly Hills office" he said.

"We want you to investigate and see if these disappearances are related" Tad said. Jerry then took out a monocle and a pen, "and now for a spy's best friend the gadgets" he said.

"We have the fountain recorder pen, monocle magnifier and my favorite the ascending ascot cable", Jerry's tie then shot out a grappling hook.

"Sweet" Ben said then Clover went over and leaned on his tie. "Um Jerr if we're going to do this whole spy thingy we're gonna have to do it with some style" she said.

"I kinda agree with that" Ben said gesturing to his uniform. "I like the color but the style isn't me". "I took the liberty of making up some designs" Clover said showing them some uniform designs.

For some reason they looked similar to sailor moon. Both Ben and Jerry disagreed on the designs. That was until they hit the jumpsuits.

"That's the ticket" Ben said, "now that's more like it" Sam said. "Very well" Jerry said as his wallet device scanned the drawings and projected new suits on. Them.

"Awesome" they said, "man I feel like I went Ultimate, it's a hyper evolution thing that the Omnitrix has" Ben explained.

"Now for your albeit, unorthodox gadgets" Jerry said as he handed them their gadgets. "The compowder, a communication device super computer, discretely disguised as a make up compartment" he said as Clover picked one up.

"The com-system, similar to the compowder only for male agents and in the form of a game system" Jerry said giving it to Ben. "Cool hey it gets satellite television" he said fiddling with it.

"The expandable cable bungee belt, the laser lipstick" as if on cue the make up made weapon blasted a laser from it when Alex accidentally activated on mention.

"Oops" she said as the laser hit a pipe. "I'm on it" Ben said as he stuck the hole with Spider monkey's silk. "The ever expanding bubble gum, the suction cup bottom drill heel gogo boots" he continued.

Clover commented on the heels, "the heat sensor 6,000 motion detector sunglasses" "wow coolio" "the molecular separating Perfume, the tornado in a can of hairspray""awesome""the super foaming palmade grenade, and of course the jet pack back packs" Jerry finished.

"Talk about packing a punch" Ben commented. "Yes" Jerry responded, "so Jerr, where's our super cool transport device to get us to Peppy's office" Sam asked. "Just leave that to me" he said, "in going to regret letting him do that" Ben said.

They were later jettisoned out of the torpedo cannons in a weird craft. "I knew it" Ben said as they were launched into the air.

After they were above Peppy's office they dropped out of the craft and went in disguise. "Spy time" Ben said as they made it outside the gates.

They saw a celebrity enter the place holding a cat in her arms. "Okay spy sisters, and potential boyfriend" Clover said, "its mission time". She then changed into her spy suit and used her bungee belt to leap over the gate.

The other followed suit, Ben turned his legs into Crash Hopper's and jumped over it. "Whoa whoa whoa whoa, time out Clover" Sam said, "don't you think we should try to look a little less like teen spies?" She asked.

"Disguises are a great idea Sammy" Alex said, "only how does it even work?" Ben asked. Clover then swiped it from San and started fiddling with it. A lot of disguise options came up, Clover had accidentally selected farm girl and then got a very rich disguise.

"Now this is more like it" she said, Sam disguised herself as a wealthy man and Alex got a young girl. "Viola, the perfect Beverly Hills family, now all we need is a pet" Sam said.

Ben smirked, "in so on top of that" he said turning into predator, "how's this for animal?" He asked. "Too much maim not enough cute" the red head said.

Alex then whistled and the pig she rescued when they met came out of her bag. "PU, what are you still doing with that thing Alex?" Clover asked. "It's not a thing its Oinky" she said holding him up.

"Well I guess you two will have to do" Sam said as they all walked in, "thanks" Ben said trying hard to resist the urge to eat the pig.

Once they entered, the receptionist was having a hard time getting people to calm down with their pets. "This may be a problem" Ben said before biting a dog's tail for swatting him in the face.

"Mr. Wolfman isn't seeing any of his animal clients today, please I need you all to leave" the receptionist said. "As long as she's there we're never getting in" Ben said.

"If we're gonna find out what happened to Peppy, we've gotta get passed that receptionist" Sam said. "Sounds like we need a five alarm diversion" Clover said. "I have an idea, okay Oinky, want to be a deputy spy" Alex asked the pig.

"Go hog wild for mommy" the pig caused a lot of chaos. "That should be good enough" predator said as they ran to Peppy's office. "I'll pass through" he said as he went intangible and phased through the door.

Clover sprayed it with the molecular separating perfume on the door. They all phased through, "oh what's getting grabby with my bag" clover asked when her purse got stuck in the door.

Ben chuckled by her humor, he transformed back and they transformed into their spy suits. They investigated for a while but nothing turned up.

"Um hello what's this thing?" She asked shaking a dog bone decoration. "Ooph, spying is a lot harder than I thought?" She asked. "when was it ever?" Ben asked turning into Omni and shrinking going through the desk drawers.

"If only WOOHP had a time machine we could see what happened to Peppy in person" Alex said. "And though one of my aliens has time powers I can't replay far off events, it's too much stress on my powers" Omni said.

He jumped off the desk and grew back to original size. "But not if you've been keeping an eye on the place" he said pointing to the security camera.

He gave Sam a boost up, she tried to plug her com-powder in and accidentally got her and Ben shocked. "Oops sorry" she said then plugged it in to the correct plugin.

They saw Peppy looking at himself on the camera. "Hey there's Peppy, but he looks harrier than the picture Jerry showed us" Alex said. "Reminds me when I first got blitzwolfer, the transformation was slow and it looked like I was slowly turning into a werewolf" Ben said remembering the first time he met the laboan.

He left from view, "oh how dare he walk away, doesn't he know we're spying on him?" Clover said. Ben sweat dropped, "maybe he comes back later" Sam said as they fast forwarded and saw him again.

"Whoa what is that..." Clover was saying before Ben finished her sentence. "Hair day disaster?" He said, "I think that may be Peppy" Sam said then zoomed in on a receipt with a diamond symbol on it.

Next thing he knows the receptionist is back banging on the door of the office really ticked off. "You celebs think you can just go anywhere you please, now let me in or I'll break the door down" she roared.

"She's even scarier than Vilgax" Ben said backing away. "Oh no it's the receptionist" clover said out of fear. Omni went invisible, the girls jumped onto the ceiling using the suction cup bottom go go boots to stick up there.

After she left they exited out and headed to the mall. "I'd say that our first mission was a success" Ben said. "Besides that one bad hair day moment, I'd say our mission was way cool" Clover added. They all got trampled by a mob of people.

"Ouch" Ben groaned as he got up, "rude much" Clover inquired. They followed them and found themselves in the presence of a gnarly make up process called the fabulizer.

The noticeable parts of the style are a bleach blonde streak of hair and a facial mole. "Isn't that the same hairstyle that Peppy had?" Ben asked, "yeah your right Ben that's the exact same one" Alex said.

Jerry and Tad then called, "hello girls and Ben, how's the mission going?" He asked. "Great and we have our first lead, apparently Peppy was fabulized" Sam said. "Or in other words put through a gnarly make up machine and got an unoriginal look" Ben said.

After realizing that they were late for school Jerry sent them there on a jet plane. Unfortunately some hot head in the skies decided to start a fog fight with them. "Focus on getting to school I'll handle fly boy" Ben said turning into Omni then phased through the ceiling of the air craft.

"Okay let's see you try to fly with ice on the wing" he said as Omni blasted the enemy jet with an ice beam. That worked well enough to get them out of there and to school. And at the moment they were trying to get to class with out being caught by Miss Scritch.

They managed to sneak into class, and after they went to the cafeteria only to see every single person with that weird look called fabulous.

"Nice face losers that look is so yesterday" Mandy said before she and her cronies stomped the ground and sent them a tailwind. "Also handsome, why're you still sticking with them? Be with me and you'll rule this school". Ben ended up gagging at that remark.

They later met up with Jerry, who was working in the kitchen. "Hey nice costume Jerr only why are you wearing a hair net if you've got no hair" clover asked. His head sparked with lightning from that. "I have some hair clover" he said.

"On the mission front I've been able to make some head way, as it turns out all of the missing people had the fabulosizor treatment prior to vanishing" Jerry said. "Looks like we have a pretty good idea on why they've been taken" Ben said then miss scritch showed up again.

Ben immediately reacted and used the camo slime maneuver. Do made them look like a vending machine. He made sure the coast was clear, "whew that was closer he said reverting back to normal.

"I read her mind and she said that she has evidence of Sam damaging the school, because of the laser lipstick" he said. "Great now if she catches me I'll really be in trouble" Sam said down cast. It was Mandy who had suggested it be her and for some reason Jerry made her the subject to spy on for the mission.


	4. moviePt3

**Hello readers, sorry I haven't been writing lately, a bit focused on my Wattpad account and working on some original stuff. Along with my Deviantart account. Plus I've got classes and stuff as anyone already understands.**

 **Anyways here's the last movie chapter before moving on to the actual episodes of the series. BTW I may or may not be doing all of them total.**

We now go to later that night with the four were waiting outside Mandy's house. Ben was feeling uncomfortable considering she may see and miss understand. "That must be Mandy's room, too bad we can't see what's going on" Clover said.

"You can't but I can with wild mutt heat sense" Ben said growing wild mutt's gill slit things. "And with the help of the heat sensor 6000 motion detector sunglasses" Sam added.

They both saw her brushing her hair. After she was fast asleep they made their way into her room. Ben turned into Omni and levitated up with gravity manipulation and the girls used their bungee belts.

Ben turned into predator to get a better hunting skill. Meaning he can easily find clues with predatory skills. "Man she really needs to clean up in here" Ben commented on Mandy's disheveled room.

While investigating they heard a signal ping, this had irritated Ben a lot.

"Ben what are you doing?" Clover said, "hybrid alien remember, and I'm comprised of predators, my hearing is way stronger than yours" he explained covering his ears.

Sam pulled him to her hiding place with her bungee belt. Mandy then got up and walked outside, the four followed her.

A while later they saw a whole lot of people walking the the same direction as Mandy. Then to a large structure in the distance where they were lead by two lights which were really the jet they saw earlier.

"Hey its jet from earlier" Sam said. A large diamond looking space ship then showed up and picked them up. Oinky unfortunately was a victim of that fabulizor process. Alex panicked and went to get him, "OINKY WHAT HAVE THEY DONE TO YOU!!!?" She cried.

"Alex" the others cried as they chased after her. They got sucked into the ship's tractor beam as well. Currently they saw numerous people inside the ship repeating the word Fabulous.

"Just in case we should try to blend in with the fabulized people" Sam said. "As much as I want to say no I have to agree" Ben said.

"Do we have to?" clover asked, "I mean what's so fun about blending in with the crowd when your so used to standing out" she stated.

They all cocked a brow, "fine" she conceded and turned into a disguise. The rest fallowed and Clover got out her make up kit. "Okay immediate regret" Ben said trying to run but got caught by Alex.

"Come on a little make up won't hurt you" Clover said applying it to him. "Way to go Clover, I don't even recognize myself" Alex commented.

"If Gwen or Kevin saw me now she'd be laughing like no tomorrow" Ben commented. After strapping themselves in they sent out a distress message to Jerry.

They then saw a large space utopia in the shape of a diamond. "I don't know what that is but it does not look like a friendly place" Clover said. "Incoming were about to board" Sam said before the shipped docked at the large structure.

After they entered it looked like a very fun place. Pools, water slides, shopping areas the whole she-bang. Ben then spotted something of interest, a few individuals who looked familiar and fabulized but were still acting like normal people.

"No way" he said quietly as he walked over to them. To see if they were actually his friends and family, Ben on purposely bumped into one of them. "Sorry" he said, the red haired girl he bumped into then said hopefully, "Ben?".

He looked back to see his formerly dead cousin hugging him. "Gwen aren't you a sight for sore eyes" he said "hey Tennyson, good look" Kevin said. "Like you're one to talk" Ben retorted giving him a mirror, "touché" the absorbing teen said.

"Ben it's good to see you again" his parents said, Lyon guys too, also what are you doing here?" He asked. "Paradox brought us back to life and now we're looking for you. However we saw numerous people walking to this area and a space ship picked them up" Max said.

"We went to investigate but got sucked in, so Gwen suggested to blend in" Kevin said gesturing to his face. "Yeah same with my team" Ben said when Sam, Clover and Alex called him over.

"Girls this is my family, hey where's Rook and Zed?" Ben asked. "Hiding in the closet apparently he thinks people might panic if they saw him, because you know alien" Gwen said. "Oh yeah, anyway..." he was about to explain what he had been through when some flashy dude holding a scepter came out of a cake.

"Hello fabulites" he said enthusiastically. Ben leaned towards the girls, "I think we just found our baddy behind this" he said. The Alex nodded in agreement. "I am Fabu, your leader and savior and this will be our fabulous new home Fabutopia" Fabu said.

"Wait a sec I know this goofball" Clover said. "He's from the top ten failed models of all time prime time special". She then put in a video with her com-powder of him before the Fabulizor look.

"You're right" Alex said, "Fabu was ranked number 1 on account that his career lasted only five minutes" she added when the video showed him sneezing his outfit off. Kevin was stifling he laughter, as was Gwen and Ben along with Jimmy.

"That's what you get for wearing so many feathers" Ben said. The former model then said he drew everyone here with his hood ornament beacon and a transmitters in the cheek moles.

He then said that he was going to destroy the earth for the others rejecting his style. That made the gang gasp, "DESTROY THE EARTH THAT'S INSANE!!" Alex exclaimed. That made everyone look at them.

"Nice job Alex you blew our cover" Ben said down cast. "RUN FOR IT!!!" He screamed as they all ran in different directions. Guards blocked Ben's exit, "oh you want to fight eh?" Ben said, then turned into Predator. 

"How about not" he said growing Hypnotick's wings and mind washed the guards. Then turned into Omni and grew two extra red arms and turned his main arms red as well. "Now how about four arms of justice?" He said as he gave them an extremely painful hay maker.

He saw Kevin and Gwen struggling and used Cannonbolt's powers to smash into their opponents. "Nice one Ben" Gwen said, "no problem now let's go find my team" he said as they searched the utopia. Along the way he told them that he had become a spy for the World Organization Of Human Protection.

They had all decided to join as well for either other jobs or spies as well. They later found Rook and Zed in the closet the cat alien getting tired of the alien dog chewing on his leg.

"Thanks goodness, I was starting to get worried that Zed would eat my leg off" Rook said jumping away from her. "Hello Ben good to see you again", Ben waved then ran towards the one of the rooms.

He saw them inside a fabulizor but this time they were the opposite. "Whoa what happened to you girls?" He asked, "only Fabu captured us turned his machine on us and Tad left us to be launched into space" Clover said.

"Don't worry I'll get you out" Ben said as he went into four arms mode again. "Time to heave hoe" he said before Alex managed to get her's open with the ever expanding Bubble gum. "Or you could do that" he said. "Hold on maybe I can reverse the machine and turn you back to normal".

Ben then used Jury Rigg's powers to reprogram the machine after turning the launch sequence off. "Thanks Ben" Sam said, "no problem, now let's get Fabu!" He said as they ran to get him.

Thanks to Zed they were able to easily find him and Tad due to her enhanced smell. "Ooh now that's my kind of missile" Clover said looking at it. I had a large diamond on the top of the war head.

"That diamond's not for show, it's for boring into the earth's crust and straight to the core" Fabu said. "I'll handle bulky here... ooh ohh aaahh ahhh... you get Fabu" Omni said using spider monkey's agility and Four arms' Strength.

"Okay big boy let's see you take me on" the alien said delivering a powerful kick to the henchman's chest. Then sent millions of massive punches to him. Gwen had been throwing mana projectiles at him While Kevin and Rook were working on the missile. "Hey come on get me down" Tad said, "yeah not a chance pretty boy" Rook quipped.

"Was that Rook who said that?" Omni asked turning into predator and stuck the henchman in Mucilator's gooey sacks. "Huh new transformation?" Gwen asked and Ben nodded. "Yes that was me I've been working in on my wise cracks while you were away" the revohnnogander explained.

Unfortunately Kevin and Rook were too slow and the missile launched. "Oh no talk about doomed" Clover said. "We're not done yet come on!" Ben said as they all grabbed onto the rocket.

The shapeshifter using Snare-Oh's bandages to grab his family while Gwen used her mana bubble to shield them from the vacuum of space.

The girls had equipped on space suits and were trying to figure out how to disarm the rocket. "Maybe the WOOHP employee manual has a chapter on bomb disabling" Alex suggested.

Ben took out the manual but to his demise it was written in gibberish, "seriously did Jerry pay an appoplexian to write this!?" Ben yelled. Alex then took the book from him, "hey maybe it can still help us though" she said repeatedly banging the book on a control panel.

It actually changed the missile's trajectory, "hey what do you know it worked" Gwen said from inside her bubble. Ben had tied his bandages to the a clone of himself to help the others with the missile. "True but look we're headed back towards the space resort" he said pointing to it.

They then saw Omni without a space suit, "what some aliens can survive in space" he said as a ship piloted by Jerry was above them. "Jerry aren't you a sight for sore eyes, literally" Ben joked growing Eye Guy's eyes around him.

"Whoa" Clover said slightly creeped out, "what? I don't see what the problem is" Ben quipped as they pulled everyone into the ship. "So you're Jerry?" Max said, "why hello you must be Benjamin's grandfather" the British baldy said.

"Uh little problem the missiles on a direct coarse to Fabutopia" Sam said, "Jerry there are still people there" she added. "Not a problem buckle up spies, were packing WOOHP power"Jerry said as a bigger ship attached to the back and it rocketed past the speeding bomb.

It attached to one of the ports on the space station. The spy team ran out to it and Clover remembered that Fabu could control everyone with the his beacon. She then grabbed one and smashed it, everyone the returned to their normal faces.

"Hey what are you losers doing here?" Mandy yelled, Ben then used Upgrade's powers to hack into the PA system. "Everyone get out now, there's a missile heading towards here" he yelled then put up a display of the rocket. Everyone started to panic, "hurry" he said as everyone scurried out.

Alex was waiting for Oinky at the last second, she started to cry thinking he might've not made it. The next thing she knew the little pig ran up and tackled her. "Oinky, wow for a little guy he sure can boogie" she said as they all boarded the WOOHP space ship.

After the rocket blew up the space resort Jerry told the spies that Fabu was getting away. "How are we supposed to catch him, the ship is too heavy to chase him now" Sam asked.

"You'll have to use you jet pack backpacks" he said, "no need for me, I'm all alien" Ben said growing Astrodactyl's jet pack and they all get launched out. At first the girls had a hard time flying, "join together" he called out. They did as told and held onto each other.

"Whew thanks" Alex said, "Fabu's too far we can't catch him" Sam said. "Time for the tornado in a can of Hairspray" Clover said then kissed the gadget but accidentally kissed her helmet's face plate. "Oops".

She then launched the tornado at the escaping baddy, "mind if I add a little boom to it?" Ben asked throwing an oversized Ball weevil gooey ball into it. 

Once the tornado hit Fabu's ship exploded, he managed to survive due to his escape pod. But Ben used upgrade's powers to merge with it and make

It fly back to the WOOHP space ship.

The next day Jerry congratulated the girls and Ben on a job well done on the mission. "Well done spies, apart from a few bumps in the road your first mission was a success" he said. "Not a problem Jerry it was our pleasure" Clover said.

"Even if you did force us into it" Alex added. "Yes well there was a little coercion on my part which I apologize for" he said. "Despite the forced make over Clover gave me I liked it" Ben said.

"Thanks but if you wish not to continue spying, it's your choice" Jerry said. The girls and Ben looked at each other, "well it's certainly been difficult" Sam said. "But it's been the most exciting thing we've ever done" she added.

"I'll admit, I've save d the world a bunch of times but this time felt really special for some reason" Ben said. After a long speech the all decided to continue being spies. "Thank you also Ben your family has agreed to work here at WOOHP, Kevin and Gwen are spies along with researcher for Gwen and Mechanics expert for Kevin" Jerry said.

"Your grandfather Max is working on study of intergalactic entities, your parents are working with weapons testing and your friends Rook and Jimmy are also spies. Although you won't be working with them, on occasion yes but not all the time" he added. 

"Thanks it's good to see my family again" Ben said, a while later Jerry WOOHPed them back to Bev High. They accidentally bumped into the new principal of the school, "oh you must be Samantha right, well I looked forward to having you as one of my students" he said walking off.

"This has WOOHP written all over it" Ben said, "I wonder what happened to Ms. Scritch?" Alex asked.

Mean while in the arctic circle.

"Hello students" Ms. Scritch said with a slight cold. "I will be your new principal... miss... Scritch".

Back at Beverly Hills.

"I guess we'll never know" Clover laughed as they walked to the school. Mandy's car parked out front and she was complaining about a bug that splattered on her windshield.

"Hey losers clean my windshield pronto" she demanded. "Oh sure hope you like extra foam" Clover said, "Clover what are you doing?" Sam asked when she took out the palm aid grenade.

"Getting Mandy back when she least expects it, with a little help from the palm aid grenade" she said pulling the pin off and threw it at the over maintenance girl.

She was confused until the grenade exploded with a lot of foam everywhere. The spies then laughed until Sam's com-powder rang. "Girls I'm sorry to disturb you but a giant lobster is headed straight for Tokyo" Jerry said.

The girls were making excuses on why they couldn't go but gen boastfully said, bring it on". Jerry then sent a helicopter after them, "annoying much" Clover said.

"Well on the bright side were" Sam said and they all launched up into the, "spy friends forever" the all said.

 **And that's the end of the movie. Television series chapters coming soon.**


	5. Episode 1 A Thing for Musicians

**A thing for Musicians**

 **As I have promised here is the first episode of the TV series. Though here are some things to note, Ben is not going to be living with his parents due to a minor psychological trauma induced by the Malgax even that happened not too long ago.**

 **And as to where he is going to live. It's the spies house from seasons 3-4, if you want to know how they all managed to live together in seasons 3-4 wait and read.**

 **Another thing is he has a pet, no it isn't Zed, it's actually something else. Enjoy**

_

Inside a record store in Japan, two employees are stacking CDs. "who's this Ricky Mathis Chump anyway?" One asks, "I don't know but his fans sure seem to like him, can't keep his light pretty boy single on the shelf" the other said.

At that moment numerous fans start beating down the doors. All of them screaming "RICKY! RICKY! RICKY!", a second later before the two knew what happened the doors opened and they were trampled by fans.

Right now Ben Tennyson, wielded of the Omnitrix and savior of the universe, well another universe was waking up on his bed. Ever since he joined the World Organization Of Human Protection or WOOHP, he's been going on numerous missions with his three friends Alex, Sam and Clover. Three girls native to this universe.

He checked his clock to make sure he wasn't late for school. Like always, Ben never like school, honestly who wouldn't? However due to his regressed age Ben had to, apparently that portal managed to regress his age back to 16.

"5:40? Huh not a bad time to rise and shine" he said getting out of bed and stretching. He decided to get a house in Beverly Hills to be closer to his spy roomies, in the event something bad happen and he could rush to their location and help out.

Be it one Ben or another, no matter what he can't help but be a hero or help people. After getting taking care of basic hygiene, getting dressed and eating breakfast he walked out of his house and drove to school.

After getting to Bev high he managed to find his three spy mates and friends."hey girls" he greeted running up to them. "Hi Ben" Alex said, they all walked down the hall. 

"So Sammy, any chance I could borrow your cashmere belly sweater tomorrow?" Clover asked, "sure that's what best friends for" Sam replied. "Hey what about me?" Alex retorted, "oh don't be ridiculous Alex, we can't both wear Sam sweater at the same time" the blonde said.

"We'll totally stretch it out", Ben face palmed but smiled at the humor they produced. "No Clover, I meant aren't I your best friend?" Alex asked, "awe well of course you are silly, that's why I'm gonna borrow your leopard print sandals tomorrow" Clover replied.

Ben sort of cringed, funny thing, on one of their previous missions they were baby sitting a baby leopard. While the girls were sorting out a problem that occurred, he was in charge of babysitting.

Little to say he grew close to the little wild cat and WOOHP allowed him to keep it. And now every time he sees leopard print he thinks that's his poor little Erza.

(A/N: the Ben's in the other universes sometimes share small memories and information. Our Ben happen to catch the Fairy 10 Ben's memory of how much he loved Erza and that's why he named the leopard that.)

"Girls please remember that I have a leopard and I don't want to remember almost seeing her made into a scarf" he said. "Oh right Ben, sorry" Alex said, "yeah oh and how's little Erza doing?" Clover asked.

"I still can't believe how much that leopard loves you" Sam said. "Right, any way she's doing fine. Funny thing she started to bring me my slippers in the morning reflexively" the shapeshifter said remembering the little kitten.

(This is how it looks)

"Awe how cute" Alex said, Ben then caught sight of Clover who was staring blankly out the window. Her subject of interest, Ben assumed, was a blonde guitarist. 

"Yeah what's with all the drool?" Sam asked concerned. "Uh do you need something?" Ben asked. "Guys, I think I'm in love" she said. 'Like no one saw that coming' Ben thought, throughout his adventures in this world, or his everyday school days he's always seen Clover fawn over a guy.

"His names Daimon, I've seen him around, plays the guitar well" Ben said. Clover then rushed over to talk to him. "Is it just me or does Clover fall in love faster than" Sam said when Ben finished. "Mandy maxes out her credit card?" He said. 

Sam giggles at how he finished her sentence, Alex laughs. They then saw said she devil appear in front of Clover and the guitarist. "Sorry Clover but Daimon's already got plans for after school" she said when Ben dashed over to hep him from almost falling in the fountain.

"Hey thanks Ben" he said, "no problem dude" the shapeshifter said giving him a fist bump. "He's going to the mall with yours truly", "oh yeah I forgot" Daimon said.

"As always you crush dreams" Ben said softly, Mandy turned to him "well I'm happy to change plans if you're interested..." Ben cut her off. "Fat chance" he said sternly, "the chances of me dating you are a million to negative one".

At that moment a small blur of yellow and black spots charged Mandy down and landed in Ben's arms. It turned out to be a small leopard, "meow" it chirped, "hey Erza, what're you doing here?" The shapeshifter asked cooing to the kitten.

"Awe Erza looks so cute" Alex said petting her head, "yeah no duh" Clover said. Sam also tickled the feline under her chin, soon all the girls around the fountain fawned over Ben because of his caring nature for Erza.

"Huh cute cat" Mandy said, Erza looked at her menacingly and hissed. "Seems like Ben's not the only person who doesn't like you" Clover taunted. Mandy growled and stomped away, the blonde then walked away with her dreams shattered.

"Don't worry Clover, I'll buy you that Latte after school" Alex said. "Or if you like I can... take you" Ben said sheepishly. "Beside wouldn't you rather spend time with us then that dimwitted musician?" Sam asked.

"Yeah I guess, also thanks Ben, you're too sweet" Clover said, "thanks". Erza then jumped onto Clover's lap and purred, "and she's the evidence, I remember when we got her, she always snarled at us, but thanks to you she's way more tamed" Alex added petting the leopard cub.

"It's just that I can't help but like Daimon, I just have a thing for musicians" Clover said, Erza jumped back on Ben's lap. "And she's back" he said as his kitten climbed onto his shoulder.

"I just have to find a way to get his attention off of Mandy and on to me", and after that the ground opened up beneath them and they all WOOHPED. Ben transformed into Omni and used Cannonbolt's powers and rolled into a ball after grabbing everyone so they will have a safe landing. 

"Is it just me, or do our missions occur during major personal crisis?" Clover asked getting dizzy. They landed in Jerry's office, Ben uncurled releasing them. said British baldy was standing in front of them.

"Hello you four, nice of you to drop in" he said. Ben chuckled from his play on words, "nice for some of us" Clover said.

A screen then appeared and showed a picture of Ricky Mathis. "Ricky Mathis? Never heard of him" Alex said. "That's because he's an over night musical sensation" Jerry said.

"In fact only today he's only released one single" he added on. "the optimistically titled rock legends", Ben sat up "he must be proud of his quick fame" the shapeshifter said.

Pictures of people foaming at the mouth appeared on the screen, "which makes it even more unsettling when there have been similar occurrences that have been happening around the globe" Jerry went on as Alex was making shadow puppets.

Ben chuckled at his friend's child like humor. "Something's up we just not sure what" Jerry said looking towards Alex, she stopped when he noticed the shadow puppets. "So where do we fit in?" Sam asked, "your mission is to go under cover to be the opening act on his world tour" Jerry said.

"In order to find out what makes his fans so fanatical", Clover then lit up, "you mean, we're gonna be in a real band?" She asked. "A real pretend one" Jerry answered, "this is so perfect, when Daimon finds out he'll toss Mandy like a day old muffin and come running straight to me" she said.

"He'll see me as his musical equal, I'll be irresistible" she went on. "Now all we need is a name", "actually ladies and Ben, we've already taken care of your name" Jerry said.

Later in the sky in the WOOHP jet it had the name Spiesx10, "but Jerr, that doesn't make any sense, there are only four of us" Sam stated. "True but the 10 part is for Ben, being his old hero name was Ben 10" Jerry explained. "Nice, maybe we can say that we play as hard as ten and members" Ben suggested.

"Hey look at these cool instruments" Sam said pointing to them, Ben walked over to the bass and started strumming. To his luck he wasn't bad, he was actually pretty good, great even.

Unfortunately for the girls they weren't so lucky, "glad Grandpa's guitar lessons came in handy" Ben said. "Perhaps now isn't the best time for you to eh.. practice" Jerry said. The sound managed to break his glasses, "oops".

A voice then spoke up, "ow, that really hurt my ears", another voice spoke, "tell me about it". Ben looked behind the captains curtain to see his friend and cousin Gwen and Kevin.

"Hey guys" Ben greeted high fiving Kevin and hugging Gwen. Jerry then snapped his fingers and their gadgets appeared. "This weeks line is the expandable cable bungee belt" Jerry said.

Kevin then picked up a blow dryer, "the wind tunnel 9,000 tornado blast hair dryer" he said. Gwen then kicked her leg up and showed she was wearing heels with suction cups on the bottoms. "The suction cup bottom go go boots".

Jerry then picked up an earring, "the ultra sensitive earring microphone, and my personal favorite, Upwati" he said. "Upwhati?" Alex asked, "no Upwati, underwater""power walking""apparatus that's" "inconspicuous" they all finished the last line.

"Clever if not confusing name" Ben commented, "now good luck spies, or as they say in show business, break a leg" with that hey were all dropped at the bottom of the plane.

They drove to the London hip hotel in a limousine, "whoa look we have fans already" Alex said while the crowd mobbed the vehicle chanting "Ricky Mathis". Then stopped realizing their mistake. "Rude much" Ben said little did he know the guitar case holding the girl's Gadgets was starting to shake.

"Hmm?" When he did notice Ben opened it up and Erza jumped out and nuzzles him. "Erza why were you in the guitar case silly Leopard" he said cuddling the kitten. 

When they got to their room the girls were astonished by the overall appearance. Even Erza jumped on the bed and started purring comfortably on contact with the sheet.

"I can't wait to tell Daimon about this" Clover excitedly said. Ben sat on the bed next to his cub and pet her, "still let's remain focused here" he said. If you're wondering how he managed to get her through hotel security Erza posed as a stuffed animal by lying still.

"Is that all she thinks about?" Sam asked. Clover then picked up the hotel phone and called said musician. Ben turned his focus to his leopard, "hey, Erza, want to be a deputy spy?" He asked.

His kitten vigorously nodded, "then do me a favor, I want you to explore the area wearing this special collar, and press it when you see something suspicious" he said attaching the collar to her neck. "Got it?" He asked, Erza did a cute paw salute, at that moment a chubby man with long back hair walked in.

"You must be the spies" he said, "spies that's ridiculous" Alex said panicky. Ben shook his head, "the band spiesx10 then yes we are" he said. The man then shook his hand and kissed Clover's, "I'm Phill Jinkins the tour manager, Ricky's very anxious to meet you" he said.

"What do you say we head up to the penthouse?" He said. They all obliged and fallowed him, when they got there said over night sensation was strumming on his guitar. "Nice song" Clover commented, "thanks I just wrote it" he said.

While the manager talked Ben opened up his jacket's inner pocket to reveal his wild cat and set her down. "Okay, now be very stealthy for daddy" he said as the cat ran off into the air vent.

"Hey you guys should come over to the recording studio, it'll be a blast" Ricky said. Erza then came back out and jumped back into Ben's jacket. "Uh sorry Ricky but your recording sessions are strictly off limits" Phill said.

Clover intervened saying that it sounded like fun. "Okay folks let's not keep those hungry fans waiting", Clover got off the couch and accidentally knocked over a stack of CDs. One fell out of its case and was glowing, being suspicious Sam took one as a sample.

As they were walking down the hall way Sam took the CD out. "That's weird since when do CDs glow?" She asked. Later on they arrived on stage readying their costumes and instruments. "Here goes noth... Clover stop listening to that" Ben said noticing said Blonde listening to Ricky's CD.

"Yeah Clover, I got that CD for evidence. It could be something dangerous" Sam said removing the ear buds from her friend. "Too bad, I kinda liked Ricky's music, it's kinda infectious" Clover responded.

The curtain opened up and they started playing, "hey we're pretty good" Clover said. "That's because the music has been prerecorded. Why else do you think we're not singing and our instruments aren't even plugged in" Sam said.

Clover took an awkward look at her guitar and confirmed what her friend had said. Then looked at Ben's and saw that it was plugged in, "then why is Ben's plugged in?" She asked. "Not sure" he answered, "how 'bout because he actually can play" Alex retorted.

After their show they were sitting back stage, "looks like they won't be wanting an encore" Sam said. Ben nodded in agreement holding Erza on his shoulder.

"Nice job with the lip syncing you guys, Took me forever to get it right" Ricky said walking up to them. "You lips Sync?" Clover asked, "I don't like to but Phill says I can't sing live, I guess I can't argue with success" he then walked on stage. "Something doesn't sound right" Sam said, "yeah, first we thought Ricky was normal, then we found out he lip syncs, his CDs glow" Alex added.

"I think we should pay his manger a visit" Ben suggested as he gently put Erza into his Jacket's inner pocket. "Let's try that luxury box to get a better view" Sam said, "you go ahead, I've got a perfect view here" Clover said.

"Looks like she's a victim of the music" Ben said as they ran up to Phillip's viewing area. They showed the guards their backstage passes so they could get in. When they got in Philip was startled by them and when the music started playing he closed the door and the room was sound proof.

"So what's with the sound proof room?" Ben asked. "The music gives me a headache and keeps me up some nights" he answered.

Scene change, side of elevator going up hotel.

The girls and Ben are in the elevator discussing the case. "So let's review, Ricky's fans are nuts" Sam said, "his CDs glow" Ben added, "he doesn't sing and" "his manager sits in a sound proof booth during the show". Usually it's always the red head and the shapeshifter who contribute to the analysis of the case.

Both because of Sam's gifted intellect and Ben's alien intellect. "Getting freaky" Alex commented, "what do you think Clover?". The blonde was staring blankly into space, "I think Ricky is an incredible, so talented, I could listen to him all night" she said.

Ben cringed "great now she's brain washed" he said to the other two. When they got to their room a bouquet of flowers was on Clover's bed. She walked over tossed it off and sat on it. Ben, Sam and Alex sat on three chairs.

"Okay this is getting weird, maybe we should check it out with Jerry" Sam suggested. Ben turned his attention to the TV in the room and saw said supervisor on the screen. "No problem hey Jerr" he greeted waving at the screen.

"Hello there, I hope rock startum hasn't gone to your heads" he said. "Hasn't for me Jerry" Ben said, "yeah but if we keep getting showered with roses at night" Sam said. "Oh those, they were sent by a mister Daimon Reynolds", said musician's picture was displayed.

Alex walked over to Clover and pulled her ear bud off "Hey Clover the flowers are for you Daman sent them". "Please, now that I'm involved with Ricky, I'm like so over Daman" Clover said. "It's getting worse" Ben said, "she's very fickle, anyway Jerr, what can you tell us about a Mr. Sebastian?" Sam asked.

"Oh, well he used to be quite the guitarist before losing an arm in a freak pyrotechnics accident" Jerry replied while playing a video of the incident. Ben had to cover Sam and Alex's eyes so they wouldn't see that.

"Now he's an eccentric recluse producer who lives on a remote island off the coast of Brazuela" He added before signing off. At that moment Ricky came into their room asking if they were ready to head to the recording studio in Brazuela.

Ben Alex and Sam had nervous looks on their faces...

Time skip

They were now on the island, Sam was wondering about the satellite dish on a nearby yacht. Alex mention that Ricky said it was to broadcast the concert live but of course none of them believed it. Seeing as how many guards were watching over the satellite dish.

About now the group was inside a recording studio, "that was great Ricky" Phill said before Clover shoved herself and grabbed the Mic. "Yeah Ricky, that was great" she said while crushing Phill in the process. Her fellow spy mates had groaned at her action, Erza even face palmed or rather faced pawed provided the fact she didn't even have palms.

"Okay n-now let's lay down the lyrics" Phill said nudging Clover out of the way while walking into the studio giving Ricky sheet music. Same then used the ultrasonic earring microphone to listen in on them.

"My name's Ricky and I'm your master, follow me as I spread disaster? Take over the government and do as I say, I'll rule the world and you'll obey?" Is what she heard over the frequency. "Okay, I'd say that goes under the special lyrics department" Ben commented as the background turned into a gag strip of a Chibi version of him opening a filing cabinet and putting a file labeled lyrics in the cabinet.

"All the lyrics Ricky sings are special" Clover said dazed, "I'd say some spy work is in order" Sam said tying her hair in a bun.

"Right behind yah" Alex said as she and Ben fallowed... "Uh Ben, why're you bringing Erza with us?" Sam asked as he had the aforementioned cat in his arms. "I'm certainly not gonna leave her alone unsupervised, we all know how Clover is with pets and now that she's dazed" he explained. Both nodded at his logic and went out to find out what was going on.

As of right now all three of them were handing upside down in a hallway from the ceiling. Sam and Alex were using the Suction cup bottom go go boots while Ben was using Spider monkey's arms to both stick to the ceiling and hold Erza. "I like it when fashion has a purpose" Sam commented as two henchmen passed by.

The scrunchy That was holding her hair in a bun had fallen off and nearly landed on one of the henchmen's heads. Lucky Ben was able to catch it with Spider Monkey's web tail before it landed, after they passed the three ran into the next hallway. And were met by a dead end, "Okay, the secret lab has to be around here somewhere" Sam said.

Alex leaned on a wall and Ben leaned with her, then both fell through as a door opened. "Nice work" Sam said, "no prob" Ben muttered as he was currently unable to breath with Alex crushing his lungs.

They entered a lab when the door on the other side opened to reveal Phill and a scientist. They ducked under the control panel, "Ricky's new CD is finished" the scientist said as a new voice spoke up. "And?" "The frequency has also been included".

The new voice was from a middle aged man with silver hair wearing a white suit and had a mechanical arm. "I'm guessing the guy with the scary hook is Sebastian" Alex commented. "And something tells me he doesn't play guitar much these days" Sam added.

They told a henchmen to take a seat inside a sound proof pod and listen to Ricky's new CD. Only when he came out he repeated the lyrics Sam heard earlier, "that song must've hypnotized him, no wonder Clover's been acting like those fans" Ben said as Erza growled.

"It must be some subliminal mind control" Sam said, "the first song rock legends was about rockstar worship, making the fans worship him" She went on. "That means if Ricky performs at that concert the fans'll end up doing whatever the lyrics say!" Alex exclaimed as both Sam and Ben tried to keep her quiet.

Unfortunately she unintentionally gave their hiding spot away as Sebastian's mechanical arm reached under the panel. "Stay close" Ben said before turning into predator and roar bursting out with Sam and Alex riding on his back away from danger. Alex happened to be holding Ben's precious leopard in her arms.

"Get them!!" Sebastian yelled, Ben and the girls rounded a corner where some guards were waiting. Only for Ben to barrel past them using Crab Dozer's horn.

"Think they can hold me? Not a chance" he roared before breaking through the wall of the building and escaped into the jungle surrounding the place. Only they had been pursued and were almost caught by the henchmen at every turn.

"How is it they keep finding us?" Alex asked as Predator climbed a tree, "not sure... but why is Erza irritated out of her mind?" Sam asked as she noticed Erza's reaction. The leopard had indeed looked rather irked, she was covering her ears with her front paws while yowling in distress.

"Wait" Ben said as he listened, then growled "that's it, it's some sort of weird sonar. You two may not hear it But me and Erza can because of our enhanced hearing" Predator explained.

"Oh no, the poor little kitten just can't stand the sound" Alex cooed, "but I do have a way to neutralize it, Sam here I sorta kept my guitar from our little performance earlier" Predator said turning into Omni and giving her the instrument. And after grew Echo Echo's ear phone, "plug it into my pack and start strumming on a note at the opposite end of the sound spectrum" he added.

Sam did as requested and once the note hit Erza stop distressing, and was once more a happy kitty. "Looks like they lost their sonar" Sam smirked as she, Ben, Alex and Erza flew down to shore.

Once there the girls put on the Upwati and dove underwater with Ben following. Alex was kind enough to let Erza squeeze inside her water proof air sealed bag, "wow this Upwati is really great" Sam said as they swam rosary's the docks.

"I have a way to get their faster" Ben said smirking, Omni has turned his arms into several long cephalopod like tentacles. And after used them to pull two water ski's down, and after reassemble them into a fast underwater vehicle. "Ladies your chariot awaits" he said as two got on, "My what a gentleman" Sam said as they all have a laugh.

Finally they arrived at the Brazuela megastadium and sneaked backstage, "hey Ricky" Alex called as the rockstar turned to them. "Hey what're you guys doing here? You're supposed to be out there playing" he said.

"Would be if your manager and villain hadn't chased us around his island while using a sonar to track us along with hitting my cat's ears" Ben said. Ricky looked shocked from hearing that,

"You two keep Ricky safe, I'm gonna go Humungosaur on that satellite dish" Ben said before turning into Predator. "Did I say Humungosaur? Odd because I eat him for breakfast, literally! Breakfast!" He added growing to Tyrannopede size.

He had ran onto the stage and was about to tear down the machine when a helicopter blasted missiles at him. Looking back he saw the chopper with Phill and Sebastian inside it "I am not letting that freak lizard get the better of me" the former guitarist said.

"Let's see about that" Ben said before crouching down, and after jumped up attempting to bite it. After that failed Ben threw an energy web and successfully hit them.

The web zapped the copter's controls and made it move right in front of the dish. And oddly right when it activated, "it seems the satellite activated prematurely, we've caught the signal of Ricky's song" Phill said panicked.

That was Ben's chance to charge in and take down the machine, and lucky break it worked. "Now who says the old style's snow?" He joked breathing heavily, "I used a dinosaur to take down new technology" he adde trying to catch his breath.

He later changed back and met up with the rest, Clover still slightly hypnotized as she was hugging Ricky. "Thanks a bunch Jerry, these vicious criminals were about to force Ricky to sign their concert t-shirts" Sam joked.

"We still think he's a bit scarred though" Ben commented pointing to Ricky's still freaked out face.

Time skip

Now at Bev High we see our protagonists outside sitting on the grass, "I can't believe I fell for Ricky Mathis" Clover said. "I'm so embarrassed" she added, "no worries Clover, you just weren't thinking straight is all" Alex replied.

"Come On, so what if you were a bit mind controlled, heck I was when I was 10. Though sooner or later you may build up an immunity to it" he said. Then Daimon came up to her asking her out but she turned him down saying to the girls that she doesn't have to fall for any boy with a guitar.

"That's very mature of you Clover" Ben said as Erza ran up to him, "Hey Erza" he said tickling her. She purred in satisfaction, "thanks, after that mission I've learned I don't have to like every guy who holds a guitar... though you're the exception Ben" Clover said.

"That is something we can all agree on" Sam said when Alex replied with "no doubt". Hearing that Ben blushed, his spy mates giggled and kissed his cheeks making his blush worse.

Clover Interview

Clover; Okay I admit that I may have a problem with how fast I want to hit on boys. But it's not something to be surprised about, I mean lots of girls my age like to go on dates. Besides I do more than ask guys out, I go shopping, surfing, watch movies, roller skating...

Ben: (pops head in) Uh Clover, are doing this interview to admit your flaws like an adult or are you using this as a ruse to get dudes o ask you out? (Smirks).

Clover then blushes as she was figured out then tries to block the camera.


	6. Episode 2 Childs Play

At the Los Angeles mall, a fire has suddenly sprung out with all the shoppers running out of the building for their lives. With the fire fighters surprisingly they were extremely fixated with playing with children's toys.

We cut to the front of Bev High seeing Ben talking with another student named Rick. He happen to be on the football team with Ben and wasnt a bad guy... but has the tendency to say the wrong things to girls. Which sorta makes sense since his sister is one of Mandy's posse.

"No way you can beat me at hurling Ben, you may have a good leg to kick the ball. But no way is your arm as good as your leg" Rick said. "Wanna Bet?" Ben taunted, Rick then handed him a football "let's see you back up your small talk" he replied.

The shapeshifter smirked, then chucked the ball way over the school's roof, "you were saying?" Ben smirked while Rico stared wide eyed. "Okay maybe you are" he conceded. Then his phone rang "great, my kid sister's birthday is coming up and I still don't ha e a gift" he complained, "no offense but since I know how you sis can be maybe it's best if you didn't get her anything" Ben suggested.

"I have to though, besides she's not all bad" Rick said, the alien teen rolled his eyes 'I think the girls would beg to differ' he thought. He then spotted said spy girls walking out of the school, "hey girls" he greeted. Then ran to his car parked across the street, and drove it in front of them after Rick moved his car, "okay where to now?" Ben asked.

Then noticed a scowl on Clover's face "oh no what happened?" He asked worriedly, later on we now see them at a clothing store. With the blonde buying a new outfit "kid sister?! Hah, I bet his kid sister wouldn't wear something like this" Clover boasted. She was currently wearing a pale yellow suit with white collars and cuffs and a matching skirt.

"My mom wouldn't wear something like that" Sam said, "mine also" Ben added with Erza in his jacket. He couldn't leave her at home today, the dog next door was scaring her, "and besides who care's if Rick said your skirt looked like a good gift for his kid sister?"

"Hello Rick's a senior, as in he's used to sophisticated women" Clover replies, "not as much as you think, believe me I've seen the inside of his gym locker" Ben shot back. Then whispered to Alex "it's filled with posters of Kim Star-Smashian".

"Yeah and if a person doesn't like you for who you are" Sam said before the blonde cut her off, "girls, and Ben, we're in the spy business. Re-inventing ourselves is what we do" she said. That's when a portal opened in the mirror and sucked them all in, and at the other end they were thrown out into a couch in a WOOHP helicopter.

"Ladies, and gentleman, we have a World wide crisis on our hands" Jerry said as they got their bearings. "Vital members of society have stopped doing their jobs" the old man then turned the screen on and showed several police officers, doctors, and fire fighters playing like children. " their only interested in playing with toys", all the teens were bewildered by this "toys? You've got to be kidding right?" Sam asked.

"Unfortunately I'm quite serious" Jerry replied, "woah" Clover gasped, "this chaos will turn into pandemonium soon unless we nip it in the bud" he said. "Your mission is to go undercover as buyers" the older man explained, "finally a mission I can relate to" Clover said.

"As we speak there's a toy convention going on in Taiwan, perhaps you can find a clue as to what had started this bizarre phenomenon" Jerry added on. "No prob Jerr, so what's our Arsenal today?" Ben asked "I'm glad you asked, there's the Magna belt" he said tossing it to Clover. It was a white belt with gold studs in it "yeah that's a little too Elvis for me" she said giving it to Alex.

"The TAD or Tracking Accessory Device which can be activated by your compowders" he then tossed said neck accessory to Sam. The heat sensor sunglasses, manicure kit with press on sticky fingers and laser nail file" Jerry said holding it up. "Ooh does it have cherry blossom red in it?" Alex asked excitedly, "and electric blue" the supervisor added taking it said color.

"Awesome... AAAH?!?!" Alex exclaimed as Clover took it away from her. "And finally the ejector bead bracelet and the enhancer strength sports bra" Jerry said blushing holding up the ladies wear.

The rest were also flustered, "uh.. why would you recommend that gadget?" Clover asked, "this unique fashion wear gives its wearer extra strength in their own abilities. Oddly though Gwendolyn and Kevin recommended this. I'm not sure why" the Brit answered.

That's when said osmosian and annodite grabbed Ben and poked a spot on the back of his neck. Forcing him to change forms, and in Ben's place was a teenage girl in the same clothes the shapeshifter was wearing not too long ago. "Oh man..." she said ready to cry, "uh Ben:.." Sam and Clover stuttered, "oh my gosh, Ben you can turn into a girl?" Alex asked.

"Oh man you should've seen his reaction to the first time this happened" Kevin laughed falling back. Ben ignored them and answered, "y-yes... it wasn't my choice though. A battle with an old villain led me to gaining this form" Ben or rather Beverly explained. "Go ahead and laughed" she conceded, the girls looked among each other then Sam spoke up first.

"We're not gonna laugh Ben" she said making the boy turned girl look to her "after all after getting into this spy gig we've accepted that, crazy stuff would be bound to happen. So this isn't any different from what usually happens to us" Clover added. "Yeah, and besides you look cute as a girl" Alex added making the alien chick blush.

"Wow... thanks gals" she replied, then turned her attention to her chortling cousin and friend "now if you need me... REVENGE SHALL BE MINE!!!" Bev yelled before beating down Gwen and Kevin. "Ooh... ow... oh god right to the knee!" Alex exclaimed looking away "the heel use your heel" Clover said as the sound of fletch being hit was heard and Kevin screaming.

"Oh my..." Jerry uttered, finally Ben stopped and reluctantly put the sports bra on in the dressing room. "Okay then, ready" she said. Then turned back to Ben. "Very well, also I like your new look Clover, very sophisticated my mother has a suit just like it" Jerry said, then pushed a button, that opened the floor making all the girls fall out and land on a snow mobile running down the mountain. "Woah mama!!" Ben yelled as he was at the back hanging on for dear life.

as they rolled down he noticed that the snow was ending and dirt was up ahead, as the rest saw this they screamed knowing this vehicle wasn't meant for road. But luckily the thing switched to road mode and gained a tricycle like build "cool" they all said.

Then Sam noticed something, "uh Ben... if you wouldn't mind, would you please move your grip up a little" she asked. "Oh sorry!" Ben said as he adjusted his hand's position, we now find ourselves Taipei toy fair.

And Ben was now Beverly again to help blend in, "look at all the toys, how" she said before Alex spoke. "Awesome" then Sam, "cool", "groovy" Ben uttered. "Childish" Clover finished, Bev then leaned over to Sam and Alex "she's going over board with this mature facade" she muttered as the two nodded.

Then Sam spoke "oh that reminds me, when you became Ben in the chopper and when we were riding down the mountain. I didn't feel the enhancer strength sports bra under your shirt. Where did it go?" She asked to which Bev blushed at mention.

"Well Um... funny you should ask. Every time I change my clothes usually just change with me. Since underwear is underwear either way, it just merges whenever I turn back to Ben" She explained. "You know both girls and boys deserve the right of privacy" Clover said, on their walk around many people had recommended the Vladimir Kozyreb Line to one another.

"Looks like we know where to go first" Alex said, when the four got there they saw how many people had lined up to browse the merchandise. "Cool" "I say we're definitely in the right place" Sam said, then the sales rep came by to greet them "welcome to the Vladimir Kozyreb booth ladies" he greeted.

"Hey, we hear your toys are all the rage" Beverly commented. "Ahem, what my associates are trying to articulate is, that we've observed a positive reaction to your toy line" Clover said which made her friends look at her funny.

"Yeah, they're all the rage" the rep replied, Alex then put on the sun glasses Jerry gave them and they scanned the toys. "I've never heard of Kozyreb before, are his toys in stores yet?" She asked, Ben used Upgrade's powers to connect with the glasses and saw what Alex saw.

And what the scan revealed was that the packaging for the toys was old, since the seventies. "Uh no, we're a brand new, this is our big debut" the rep said, "so no one's has a chance to play with them yet?" Beverly asked.

"No", "I see" the representative then handed the girls a few boxes "why don't you take some toys ladies, go on and open them. No doubt you'll see their appeal instantly" he said. Ben then grabbed the boxes from all the girls and perfectly balanced them with Erza jumping to the top. "Maybe later, right now we need to make a phone call" Alex said before they walked off.

We now cut to a hotel in Tai wan with the four in an elevator "hello girls and Ben, how was the toy fair" Jerry asked. "We're sending some samples your way Jerr, they're from the Vladimir Kozyreb toy company" Clover replied teleporting the boxes the rep gave them to WOOHP. Which all fell on their boss, "the rep said the company was brand new" Ben said "but the packaging was ancient, like from the seventies" Alex added.

"Not only that but all the toys in the WOOHP play back were from Their toy line" Sam added. "Good work girls, I'll let you know if we find out anything else" Jerry said before disconnecting. We now see the four in the hotel's restaurant as their food arrived, "let's go over the mission while we're waiting to hear from Jerry" Sam suggested taking a bite out of her veggie burger. "Better yet lets talk about how I'm going to impress Rick while we're stuck in Stupid Taiwan" Clover said, "Taiwan is anything but stupid Clove, its exotic and interesting" Ben replied as Alex nodded.

"Yeah plus I bet driving through that jungle reminded Erza of her former home" Alex said as the kitten climbed up Ben's jacket and poked her head out of his neck hole. Then nodded, "hey that's a good angle, why didn't I think of that?" The blonde realized before answering her cell.

Erza then tried to leap out of her owner's jacket to take a bite out of his food but he held her back "hey Erza behave yourself" Ben said pushing her back in. Then Alex's compowder rang "well that was fast" she then checked it "huh, says here there's no record of a Vladimir Kozyreb" she said. "Well someone has to be making these toys" Sam said fiddling with the robot dog they picked up from the booth. Then it shot a pink beam into her eyes, Ben took notice of his friend grinning and after threw her burger at the blonde.

Making both Ben and Alex swear drop in embarrassment, "uh Rick I'm gonna have to call you back" Clover said while her friend laughed and kept throwing food. "This is so sixth grade!" She retorted "Yeah Sammy stop" Alex said "make me" Sam retorted before switching targets. Which lead Ben and Alex to restrain her "noooo!!!" She whined "Clover do something!" Ben nearly yelled. "Make her stop acting like a... like a kid!"

"What do I look like? Her mother?" She asked "well, in that outfit" Alex commented as Ben did his best not to agitate his friend any further. Only for her to grunt and start yelling, "You behave young lady or you're going to you room!" She scolded, which made Sam back down.

We now see them exit the elevator and walk down the hall "we better tell Jerry what's going on" Ben said, however when Clover turned her communicator on "hey Jerry" she said. "Oh look everyone it's Clover, red rover red rover said clover over" he cheered as WOOHP the agents behind him. This had made all three teens scream in utter unadulterated horror "great now Jerry's affected" Ben groaned.

"We gotta find out how to stop this or Jerry and Sam and everyone else will get stuck like this forever!" Clover said. We now see the spies sneaking through the floor the toy fair was held at "its just the same old stuff we saw here before" Ben said "yeah, no doubt" Alex added.

"The Bark-a-roo!" Sam exclaimed picking up a toy, only for it to be snatched away and have her teammates shushed her. "Ooh Ooh megatronic action hero!" She went again, "shhhh!!".

And once more "the beauty queen! Yeah" she exclaimed "shhh!" Sam then ran off again and picked up another doll. "It's mommy's doll, they have mommy's doll!" She exclaimed, "hey my mom had one of those too, the little Ann doll" Alex said. "She said that was the hottest thin when she was a kid", "why it doesn't even light up" Clover asked.

"Not all popular things are flashy and shiny Clover" Ben said, then a thought hatched in his mind "hey Alex, mind searching up the Little Ann doll?" He asked. "Sure" she replied before typing on her com before someone shined a light at them "Run!!" Ben yelled before turning into Omni and ran away carrying the girls with him.

When they got out of the building they saw some goons waiting for them, "oh come on" Ben groaned as they backed away. "I don't suppose that's the welcoming committee" Clover said before they jumped on their bike, "I got this" Ben said before using Upgrade's powers to merge with and enhance the bike.

"Let's roll!" He quipped before driving away, as they raced through the streets of Taiwan they saw that Jerry had been correct. "Wow Jerry was right The chaos has turned into Pandemonium" Alex exclaimed, they drove into an alley and was blocked by a wall. "Time for a manicure" Clover said "is there time? Because that electric blue is awesome" Alex replied.

Ben then turned back to normal Omni whole shrinking the bike, and put it in his pocket, "how's a manicure supposed to help!" He asked. "Press on sticky fingers" Clover reminded "right!"

"I Don't need it, come on!" Omni said as the girls applied the substance to their hands and began to climb the wall. Once on the roofs Alex's compowder rang and she opened it "that must be the info on the little Ann doll" she said and began reading "it was manufactured by He little Ann toy company in Russia in 74, production stopped a few years later" she read.

Ben then looked at the manufacturer "and look who was the one running it" he said, "Vladimir Kozyreb of course!" The yellow spy exclaimed. "They're one in the same, He must be using his old factory to make these new toys" Clover deduced.

"That explains why the doll was there too" Ben said, "guess we know where we're headed" Clover said triumphantly.

Now over the country of Russia the spies had landed their new aircraft a distance away from the Little Ann toy factory. "Daddy needs to go and kick butt, stay here and be safe" Ben cooed to the leopard. She nodded and licked his face to wish him good luck, he chucked and closed the jet.

When the spies saw the entrance two guards were there "a lot of security for a toy factory" Alex commented "since we're dealing with a criminal mastermind it's understandable" Ben said. Sam then spotted life size little Ann dolls "aw look, I want one!" She whined as Ben covered her mouth while Alex and Cloger shushed her.

They glanced at the dolls once more, the two had an idea while the Ben attempted to protest. Only to be turned into Beverly once more and forced to wear one of the little Ann dresses, "Dammit" she complained trying to pull on her dress. "Couldn't you find one that was less snug? I'm suffocating in this thing" Bev grunted.

"Sorry" Alex shrugged, the four then cut a hole in the fence with the laser nail file, "incoming spot light!" Ben whispered/shouted and they all ducked down. All except Sam who's childish mind made her keep going "Sam stop!" Bev said, "Simon didn't say!" She teased. "Simon says stop now Sam!" Cover and Alex said, only for her foot to be spotted "Intruder alert! Intruder Alert!" A voice sounded as guards showed up and aimed.

Only for the four to pose and look like real life sized little Ann Dolls, "who put these here?" One guard asked, "they're for the next shipment Robbie help me get these inside" another said.

As the two guards picked up Beverly, Alex, Clover and Sam, the child in a spy's body then knocked the guard's hat off while the girls all flinched. "Hey there's a malfunction in this doll" he said, "trash it" the other replied.

The first one put Alex and Clover down while the other out Ben/Beverly down and walked off with Sam. They were about to go after her but stopped and froze again, "uh grab another two for the next shipment" another goon said before Bev turned her arm into Armadrillo's and bashed him into the guard next to him and knocked both out.

"Yeah!" They said, going into the next room they all saw hundreds of boxes and a few conveyor belts, "this is almost as big as your closet" Alex said. "How are we supposed to find..." "found her", Beverly pointed to a conveyor belt with jars with Little Ann dolls inside them along with Sam.

"Not good! Very not good!" Ben yelled tuning his arm into Wildvine and swung over to his orange haired spy and caught her just before she fell in. "That was fun! What else can we play?" Sam said making her friends groan, the four made their way on top of some crates to get a better vantage point. "You wonder why they don't close the boxes" Alex inquired "I'll go ask!" Sam said before Beverly pulled her back down.

"I have a better idea, why don't we play I Spy?" Clover said, "low we don't do that every day" Alex muttered. "Oh oh me first! I spy with my little eye something that is big!" Sam said, all of them then took notice of a big machine putting chips into the little Ann's. "A computer!" Clover said, "you're good"

The three made their way to the computer and saw what it was doing "I got a feeling that beam it's got is what making every act like kids" the alien teen said. "Then all we have to do is figure out what the computer chip is and reprogram it" Alex deduced, "i cant log on" Clover said.

"Try something obvious, villains usually go for the obvious" Bev suggested, Alex tried Little Ann and toy but neither worked. "Okay he may have been smarter than we thought" Ben said, "now what?" Alex asked before the whole thing shut down. Looking behind the console they saw Sam peek out from behind it holding some plugs "works for Me" Beverly said.

"At least it'll buy us some time while we..." Alex was cut short when the guards showed up, "well time to run!" Bev said as the four dashed away. Alex then put on the Ejector bead bracelet and fired the ball shaped projectiles at the goons. "Last one out's a rotten egg!" Beverly called out encouraging Sam to run faster. While the girls tried to swing away on a crane hook while Bev reverted back to Ben and tore off his dress while swinging on Wild Vine's arm once more.

They all landed right in front of the man in charge, Vladimir, "hallo" he greeted.

"What were you thinking?!" Clover asked "revenge of course, the children who once adored my toys have grown up and forgotten the joy and simplicity of the little Ann. Now they're more interested in high tech gizmos and silly, electronic toys" the culprit said. "Dude, I think she meant the outfit" Alex said, "totally" Clover deadpanned.

"Anyway about this revenge thing, it won't bring back the little Ann" Ben said "of course it will, the people who once adored the little Ann will be forced to remember the joy once I revert them to the children they once were" Vladimir said gesturing to a large sleigh like air craft.

"Oh can I go with you oh please oh please oh please" Sam begged, the toy villain had allowed her to come with but left Ben, Alex and Clover behind. "You won't get away with this!" Ben yelled before growing Big Chill's wings and grabbed the two. "Lets fly... YIPE!?!?!" Ben exclaimed dodging some energy bullets, "look out!" The girls screamed trying to avoid being shot. That was before the machine turned back on with the beams hitting all the bad guys, "what the?" Clover said bewildered.

Looking to the computer console they saw Ezra pushing dozens of buttons "nice job Ezra you can stop now!" Ben said. The cat nodded and jumped off the keys, "now how are going to track Sam?" Alex asked "(gasp) the TAD!" Ben said.

We now see the spies flying in the air with their jet tracking Sam through the TAD, they managed to follow Vladimir "Sam's just ahead of us!" Alex said, that's when the tracker began to fall. "He tossed her over board! I got Sam" Ben said exiting the plane and became Omni, then flew fast enough to catch Sam, only to find out it was really a doll. "False alarm, Vladdy found out about the TAD" he said flying towards the sleigh as Vladimir began letting his toys down.

"Not good, instead of turning adults into kids, the toys are now set to destroy" Omni observed as the toys that fell began to move on their own. "Ben we have an idea" Clover said over the communicator, "I'm willing to try anything at this point" Ben said.

"Here's the plan, we trick Vladimir into grabbing this little Ann doll that we modified to fire the same beam the Bark-a-roo that'll revert him into a kid. Then it'll be easy" Alex explained, Ben nodded, after flying closer to the alien the two tossed the doll to him.

"Now to get a taste of your own medicine Vladdy" Omni said, he then flew up to the air craft Vladimir and Sam were on. "Surrender Vladdy, or Annie here gets it" Ben warned holding the doll out.

"My little Ann!" He gasped before reaching out to grab the doll. But when he did the doll's eyes blasted his own and reverted him back into a kid "my little Ann. What do you want to do today little Ann?" He cooed.

That's when Alex and Clover flew next to them "nice work" the blonde said as Alex shot the magna belt at the craft and tethered it to their ship. "Vladimir, you have to undo all the damage you've done" Clover ordered, "no! I want to play!" "You better do what we say right now mister or your grounded!" Alex scolded, "uh oh Vladimir's in trouble" Sam taunted.

The next day we see Ben and the girls walking out of Bev High with Erza walking besides Ben. "No way!" Sam said, "way" Alex and Ben replied, "Clover did I really act like a Kid?" Sam asked, "only way more than usual" the blonde replied and went for her attempt to ask out Rick. Only to be turned down, turns out he wasn't into older women, obviously Clover was rather upset.

And was even more so when a kid had mistaken her for one of the school staff and scared the poor boy away. "Being mature is so overrated" she said undoing her hair back to its original style. "There's our lucky Clover" Ben said making her blush while making Sam and Alex giggle, and then he hugged all three of them.

* * *

 **Interview**

 **Sam : Okay I already know what you're thinking, how did I manage to let my guard down to be hit by that kid laser? Well as some people say no one's perfect, I get into trouble just as much as Alex, Clover and Ben. Like for instance one time me, Ben and Alex got stuck in a well when we traveled back to the medieval ages. And that was just a few days ago, see no one's perfect, but that's what makes us perfect, we make mistakes so we can learn from them.**

 **Ben : well said Sam, well said.**


End file.
